RELATIONSHIP AGREEMENT dated as of [·] among BAREND FRUITHOF and AEBI SCHMIDT HOLDING AGRelationship Agreement • December 20th, 2024 • Shyft Group, Inc. • Motor vehicles & passenger car bodies
This RELATIONSHIP AGREEMENT (this “Agreement”), dated as of [●], 2025, is entered into by and among Aebi Schmidt Holding AG, a Swiss Aktiengesellschaft (the “Company”), and Barend Fruithof (“BF”, together with each Person that has executed and delivered to the Company a joinder to this Agreement in accordance with Section 3.01(d), each, a “Shareholder” and, collectively, the “Shareholders”).
AGREEMENT AND PLAN OF MERGER by and among THE SHYFT GROUP, INC., AEBI SCHMIDT HOLDING AG, ASH US GROUP, LLC, and BADGER MERGER SUB, INC., Dated as of December 16, 2024Merger Agreement • December 20th, 2024 • Shyft Group, Inc. • Motor vehicles & passenger car bodies • Michigan
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of December 16, 2024, is by and among Aebi Schmidt Holding AG, a Switzerland Aktiengesellschaft (“Aebi Schmidt”), The Shyft Group, Inc., a Michigan corporation (“Shyft”), ASH US Group, LLC, a newly formed Delaware limited liability company and direct, wholly owned Subsidiary of Aebi Schmidt (“Holdco”), and Badger Merger Sub, Inc., a newly formed Michigan corporation and direct, wholly owned Subsidiary of Holdco (“Merger Sub”). The parties hereto are referred to collectively as the “Parties” and individually as a “Party.”
SUPPORT AGREEMENTSupport Agreement • December 20th, 2024 • Shyft Group, Inc. • Motor vehicles & passenger car bodies • Delaware
This SUPPORT AGREEMENT (this “Agreement”), dated as of December 16, 2024, is entered into by and among The Shyft Group Inc., a Michigan corporation (“Shyft”), PCS Holding AG, a Swiss Aktiengesellschaft (“PCS”), Peter Spuhler (“PS”), Barend Fruithof ("BF") and Gebuka AG, a Swiss Aktiengesellschaft (“Gebuka”) that are shareholders in Aebi Schmidt Holding AG, a Swiss Aktiengesellschaft (“Aebi Schmidt”) and that have become parties to this Agreement by virtue of executing a counterpart hereto (each PCS, PS, BF and Gebuka, a “Covered Person”). Any capitalized term that is used, but not defined, herein shall have the meaning ascribed to such term in the Merger Agreement (as defined below).
RELATIONSHIP AGREEMENT dated as of [·] among PCS HOLDING AG, PETER SPUHLER, and AEBI SCHMIDT HOLDING AGRelationship Agreement • December 20th, 2024 • Shyft Group, Inc. • Motor vehicles & passenger car bodies
This RELATIONSHIP AGREEMENT (this “Agreement”), dated as of [●], 2025, is entered into by and among Aebi Schmidt Holding AG, a Swiss Aktiengesellschaft (the “Company”), PCS Holding AG, a Swiss Aktiengesellschaft (“PCS”), Peter Spuhler (“PS” and, together with PCS, the “PCS Parties”, the PCS Parties and each Person that has executed and delivered to the Company a joinder to this Agreement in accordance with Section 3.01(c), each, a “Shareholder” and, collectively, the “Shareholders”).
