AGREEMENT AND PLAN OF MERGER among TRANSCAT, INC., AXIOM TEST EQUIPMENT, LLC, AXIOM TEST EQUIPMENT, INC., GARY F. SHILTS, Trustee of the Shilts Family 2008 Trust, DTD 5/6/2008, JOSHUA SHILTS, SHANNON JOHNSON, TRUSTEE of the Shannon and Gloria Johnson...Merger Agreement • August 17th, 2023 • Transcat Inc • Instruments for meas & testing of electricity & elec signals • New York
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of August 8, 2023, by and among TRANSCAT, INC., an Ohio corporation (“Parent”), AXIOM TEST EQUIPMENT, LLC, a Delaware limited liability company (“Merger Sub”), AXIOM TEST EQUIPMENT, INC., a California corporation (the “Company”), and GARY F. SHILTS, Trustee of the Shilts Family 2008 Trust, DTD 5/6/2008 (the “Shilts Trust”), JOSHUA SHILTS, an individual, SHANNON JOHNSON, Trustee of the Shannon and Gloria Johnson Living Trust (the “Johnson Trust”), and LAVON M. PARRISH, an individual (together with the Shilts Trust, Joshua Shilts, and the Johnson Trust, each, individually, a “Shareholder” and, collectively, “Shareholders”), GARY F. SHILTS, individually (“G. Shilts”), and SHANNON JOHNSON, individually (“Johnson” and, together with G. Shilts and Shareholders, the “Shareholder Parties”), and JOSHUA SHILTS, solely in his capacity as the representative for Shareholders (the “Shareholder Representative”). Parent,
TRANSCAT, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 17th, 2023 • Transcat Inc • Instruments for meas & testing of electricity & elec signals • New York
THIS Registration Rights Agreement (this “Agreement”) is made as of August 8, 2023 (the “Effective Date”), by and among TRANSCAT, INC., an Ohio corporation (the “Company”), and GARY F. SHILTS, Trustee of the Shilts Family 2008 Trust, DTD 5/6/2008, JOSHUA SHILTS, an individual, SHANNON JOHNSON, Trustee of the Shannon and Gloria Johnson Living Trust, and LAVON M. PARRISH, an individual (each, individually, a “Holder” and, collectively, the “Holders”).
LOCK-UP AGREEMENTLock-Up Agreement • August 17th, 2023 • Transcat Inc • Instruments for meas & testing of electricity & elec signals
