AMENDED AND RESTATED JOINT FILING AGREEMENTJoint Filing Agreement • February 16th, 2018 • Privet Fund LP • Machine tools, metal cutting types
This Amended and Restated Joint Filing Agreement (this “Agreement”), dated as of February 14, 2018, is made by and among Privet Fund LP, a Delaware limited partnership, Privet Fund Management LLC, a Delaware limited liability company, Ryan Levenson, individually, Privet Capital Investments II, LP, a Delaware limited partnership, Hardinge Holdings, LLC, a Delaware limited liability company, and Hardinge Merger Sub, Inc., a New York corporation.
PRIVET FUND LP Suite 200-B Atlanta, GA 30305 February 12, 2018Guaranty • February 16th, 2018 • Privet Fund LP • Machine tools, metal cutting types • New York
This guaranty (this “Guaranty”) is being delivered by Privet Fund LP (“Guarantor”) to Hardinge Inc., a New York corporation (the “Company”), in connection with the execution of that certain Agreement and Plan of Merger, dated as of February 11, 2018 (as it may be amended or supplemented from time to time, the “Merger Agreement”), by and among Hardinge Holdings, LLC, a Delaware limited liability company (“Parent”), Hardinge Merger Sub, Inc., a New York corporation and a wholly owned subsidiary of Parent (“Acquisition Sub”), and the Company, pursuant to which Acquisition Sub will merge with and into the Company (the “Merger”), with the Company surviving the merger as a wholly owned subsidiary of Parent. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Merger Agreement. All dollar amounts in this Guaranty refer to USD.
EQUITY COMMITMENT LETTER PRIVET CAPITAL INVESTMENTS II, LP Suite 200-B Atlanta, GA 30305 February 12, 2018Equity Commitment Letter • February 16th, 2018 • Privet Fund LP • Machine tools, metal cutting types • New York
Pursuant to this letter agreement (this “Letter”), Privet Capital Investments II, LP, a Delaware limited partnership (“Investor”), is pleased to offer this commitment in connection with that certain Agreement and Plan of Merger, dated as of February 11, 2018 (as it may be amended or supplemented from time to time, the “Merger Agreement”), by and among Hardinge Holdings, LLC, a Delaware limited liability company (“Parent”), Hardinge Merger Sub, Inc., a New York corporation and a wholly owned subsidiary of Parent (“Acquisition Sub”), and Hardinge Inc., a New York corporation (the “Company”), pursuant to which Acquisition Sub will merge with and into the Company (the “Merger”), with the Company surviving the merger as a wholly owned subsidiary of Parent, on the terms and subject to the conditions set forth in the Merger Agreement. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Merger Agreement. All dollar amounts in this Letter refe
