AGREEMENT AND PLAN OF MERGER By and Among STANDEX INTERNATIONAL CORPORATION, SHOCKWAVE ACQUISITION CORPORATION and TOROTEL, INC. Dated as of November 26, 2019Agreement and Plan of Merger • December 3rd, 2019 • Torotel Inc • Electronic coils, transformers & other inductors • Missouri
This Agreement and Plan of Merger (this “Agreement”), is entered into as of November 26, 2019, by and among Torotel, Inc., a Missouri corporation (the “Company”), Standex International Corporation, a Delaware corporation (“Parent”), and Shockwave Acquisition Corporation, a Missouri corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”). Capitalized terms used herein (including in the immediately preceding sentence) and not otherwise defined herein shall have the meanings set forth in Section 8.01 hereof.
VOTING AGREEMENTVoting Agreement • December 3rd, 2019 • Torotel Inc • Electronic coils, transformers & other inductors • Missouri
This Voting Agreement (this “Agreement”), dated as of November 14, 2019 is entered into by and between the undersigned stockholder (“Stockholder”) of Torotel, Inc., a Missouri corporation (the “Company”), and Standex International Corporation, a Delaware corporation (“Parent”). Parent and Stockholder are each sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
