AGREEMENT AND PLAN OF MERGER AMONG UHU INC., UNICORNFISH CORP. AND THE L.S. STARRETT COMPANY DATED AS OF MARCH 8, 2024Merger Agreement • March 11th, 2024 • Starrett L S Co • Cutlery, handtools & general hardware • Massachusetts
AGREEMENT AND PLAN OF MERGER, dated as of March 8, 2024 (this “Agreement”), among Uhu Inc., a Delaware corporation (“Parent”), Unicornfish Corp., a Massachusetts corporation and wholly owned Subsidiary of Parent (“Merger Sub”), and The L.S. Starrett Company, a Massachusetts corporation (the “Company”).
March 8, 2024Change in Control Agreement • March 11th, 2024 • Starrett L S Co • Cutlery, handtools & general hardware
The L.S. Starrett Company (the “Company”) considers it important and in the best interests of its stockholders to foster the continuous employment of key management personnel. In this connection, the Board of Directors of the Company (the “Board”) recognizes that, as is the case with many publicly held corporations, the possibility of a change in control of the Company may exist and that such possibility, and the uncertainty and questions which it may raise among management, may result in the departure or distraction of key management personnel to the detriment of the Company and its stockholders.
AMENDMENT NO. 1 TO AMENDED AND RESTATED RIGHTS AGREEMENTRights Agreement • March 11th, 2024 • Starrett L S Co • Cutlery, handtools & general hardware • New York
This AMENDMENT NO. 1 TO AMENDED AND RESTATED RIGHTS AGREEMENT (this “Amendment”) is dated as of March 8, 2024 (the “Effective Date”), and amends that certain Amended and Restated Rights Agreement, dated as of October 30, 2020 (the “Rights Agreement”), by and between The L.S. Starrett Company, a Massachusetts corporation (the “Company”), and Computershare Inc., a Delaware corporation, as rights agent (the “Rights Agent”). Capitalized terms used in this Amendment and not otherwise defined herein have the meanings given to them in the Rights Agreement.
