AGREEMENT AND PLAN OF MERGER By and Among PIANISSIMO HOLDINGS CORP., PIANISSIMO ACQUISITION CORP. And STEINWAY MUSICAL INSTRUMENTS, INC. Dated as of August 14, 2013Agreement and Plan of Merger • August 14th, 2013 • Steinway Musical Instruments Inc • Musical instruments • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated as of August 14, 2013 (this “Agreement”), is made by and among Pianissimo Holdings Corp., a Delaware corporation (“Parent”), Pianissimo Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Acquisition Sub”), and Steinway Musical Instruments, Inc., a Delaware corporation (the “Company”).
AMENDMENT NO. 3 TO RIGHTS AGREEMENTRights Agreement • August 14th, 2013 • Steinway Musical Instruments Inc • Musical instruments • Delaware
This AMENDMENT NO. 3 TO RIGHTS AGREEMENT, dated as of August 14, 2013 (this “Amendment”), is between Steinway Musical Instruments, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, as Rights Agent (the “Rights Agent”). This Amendment amends the Rights Agreement dated as of September 26, 2011, as amended by Amendment No. 1 to Rights Agreement dated as of February 20, 2013 and Amendment No. 2 to Rights Agreement dated as of June 30, 2013, between the Company and the Rights Agent (the “Rights Agreement”). Capitalized terms used herein but not defined shall have the meanings set forth in the Rights Agreement.
