AGREEMENT AND PLAN OF MERGER by and among TBC CORPORATION, GEARSHIFT MERGER CORP., and MIDAS, INC. Dated as of March 12, 2012Agreement and Plan of Merger • March 15th, 2012 • Midas Inc • Wholesale-motor vehicles & motor vehicle parts & supplies • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of March 12, 2012, is entered into by and among TBC Corporation, a Delaware corporation (“Parent”), Gearshift Merger Corp., a Delaware corporation and a wholly owned Subsidiary of Parent (“Acquisition Sub”), and Midas, Inc., a Delaware corporation (the “Company”). Each of Parent, Acquisition Sub and the Company are referred to herein as a “Party” and together as “Parties.” Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed thereto in ARTICLE I.
MIDAS, INC. Amendment No. 2 to Rights AgreementRights Agreement • March 15th, 2012 • Midas Inc • Wholesale-motor vehicles & motor vehicle parts & supplies • Delaware
AMENDMENT NO. 2 TO RIGHTS AGREEMENT, dated as March 12, 2012 (this “Amendment”), to Rights Agreement, dated as of December 7, 2007, as amended on December 14, 2009 (as amended, the “Rights Agreement”), by and between Midas, Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A. (the “Rights Agent”). Capitalized terms used herein and not otherwise defined shall have the meaning set forth in the Rights Agreement
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • March 15th, 2012 • Midas Inc • Wholesale-motor vehicles & motor vehicle parts & supplies • Delaware
This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of March 12, 2012, is by and among TBC Corporation, a Delaware corporation (“Parent”), Gearshift Merger Corp., a Delaware corporation and a wholly owned Subsidiary of Parent (“Acquisition Sub”), Midas, Inc., a Delaware corporation (the “Company”), Alan D. Feldman (“Feldman”) and the Alan D. Feldman Irrevocable 2010 Midas Grantor Annuity Trust (the “Trust”). Feldman and the Trust are each referred to herein as a “Stockholder” and together, the “Stockholders” and all of the undersigned are referred to herein collectively as the “Parties” and each a “Party.” The Company shall only be a party to this Agreement for purposes of Sections 4.6 through 4.9 and ARTICLE V of this Agreement. Except as otherwise provided in this Agreement, any capitalized terms used, but not otherwise defined, herein will have the meanings ascribed to such terms in the Merger Agreement, as defined herein.
