AGREEMENT AND PLAN OF MERGER Among HOLLYSYS AUTOMATION TECHNOLOGIES LTD., SUPERIOR TECHNOLOGIES HOLDING LIMITED and SUPERIOR TECHNOLOGIES MERGERSUB LIMITED Dated as of December 11, 2023Merger Agreement • December 12th, 2023 • Hollysys Automation Technologies, Ltd. • Electrical industrial apparatus • New York
This AGREEMENT AND PLAN OF MERGER, dated as of December 11, 2023 (this “Agreement”), is entered into by and among Hollysys Automation Technologies Ltd., a BVI business company incorporated under the Laws of the British Virgin Islands (the “Company”), Superior Technologies Holding Limited, an exempted company incorporated under the Laws of the Cayman Islands (“Parent”), and Superior Technologies Mergersub Limited, a BVI business company incorporated under the Laws of the British Virgin Islands and a wholly owned Subsidiary of Parent (“Merger Sub” and, together with the Company and Parent, the “Parties” and each, a “Party”).
AMENDMENT NO. 1 TO AMENDED AND RESTATED RIGHTS AGREEMENTRights Agreement • December 12th, 2023 • Hollysys Automation Technologies, Ltd. • Electrical industrial apparatus
THIS AMENDMENT NO. 1 (this “Amendment”), dated as of December 11, 2023, amends the Amended and Restated Rights Agreement, dated as of September 24, 2020 (the “Rights Agreement”) by and between HOLLYSYS AUTOMATION TECHNOLOGIES LTD., a British Virgin Islands business company (the “Company”), and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation, as rights agent (the “Rights Agent”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Rights Agreement.
AMENDMENT NO. 2 TO AMENDED AND RESTATED RIGHTS AGREEMENTRights Agreement • December 12th, 2023 • Hollysys Automation Technologies, Ltd. • Electrical industrial apparatus
THIS AMENDMENT NO. 2 (this “Amendment No. 2”), dated as of December 12, 2023 amends the Amended and Restated Rights Agreement, dated as of September 24, 2020 (as amended by the Amendment No. 1 to Amended and Restated Rights Agreement, dated as of December 11, 2023, the “Rights Agreement”) by and between HOLLYSYS AUTOMATION TECHNOLOGIES LTD., a British Virgin Islands business company (the “Company”), and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation, as rights agent (the “Rights Agent”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Rights Agreement.
