FINANCING AGREEMENT Dated as of December 15, 2017 by and among IWCO DIRECT HOLDINGS INC. as Parent,Financing Agreement • December 19th, 2017 • Steel Partners Holdings L.P. • Miscellaneous primary metal products
Financing Agreement, dated as of December 15, 2017, by and among IWCO Direct Holdings Inc., a Delaware corporation (the "Parent"), MLGS Merger Company, Inc., a Delaware corporation (the "Initial Borrower") and immediately upon the consummation of the IWCO Acquisition (as hereinafter defined), Instant Web, LLC, a Delaware corporation (the "Borrower"), each subsidiary of the Parent listed as a "Guarantor" on the signature pages hereto (together with the Parent and each other Person that executes a joinder agreement and becomes a "Guarantor" hereunder or otherwise guaranties all or any part of the Obligations (as hereinafter defined), each a "Guarantor" and, collectively, the "Guarantors"), the lenders from time to time party hereto (each a "Lender" and, collectively, the "Lenders"), Cerberus Business Finance, LLC, a Delaware limited liability company ("Cerberus"), as collateral agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the "Collat
AGREEMENT AND PLAN OF MERGER by and among STEEL PARTNERS HOLDINGS L.P., HANDY ACQUISITION CO. and HANDY & HARMAN LTD. Dated as of June 26, 2017Agreement and Plan of Merger • June 26th, 2017 • Steel Partners Holdings L.P. • Miscellaneous primary metal products • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of June 26, 2017 (this “Agreement”), by and among STEEL PARTNERS HOLDINGS L.P., a Delaware limited partnership (“Parent”), HANDY ACQUISITION CO., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and HANDY & HARMAN LTD., a Delaware corporation (the “Company”).
NINTH TENTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF STEEL PARTNERS HOLDINGS L.P.Steel Partners Holdings L.P. • June 5th, 2023 • Miscellaneous primary metal products • Delaware
THIS NINTH TENTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF STEEL PARTNERS HOLDINGS L.P. dated as of June 1, 2022 2023, is entered into by and among Steel Partners Holdings GP Inc., a Delaware corporation, as the General Partner and as the lawful agent and attorney-in-fact for the Limited Partners, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein.
FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF STEEL PARTNERS HOLDINGS L.P.Steel Partners Holdings L.P. • January 13th, 2015 • Miscellaneous primary metal products • Delaware
THIS FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF STEEL PARTNERS HOLDINGS L.P. dated as of July 14, 2009, is entered into by and among Steel Partners Holdings GP Inc., a Delaware corporation, as the General Partner and as the lawful agent and attorney-in-fact for the Limited Partners, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein.
AMENDED AND RESTATED MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • January 14th, 2014 • Steel Partners Holdings L.P. • Miscellaneous primary metal products • New York
This amended and restated management services agreement (the “Agreement”) is dated as of August 1, 2012, and is between SP Corporate Services LLC (“ SP Corporate ”), a Delaware limited liability company having an office at 590 Madison Avenue, 32nd Floor, New York, New York 10022, and Steel Excel Inc., a Delaware corporation (the “ Company ”), having an office at 691 South Milpitas Boulevard, Suite 208, Milpitas, California 95035.
FIRST AMENDMENT AND Consent TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • June 27th, 2023 • Steel Partners Holdings L.P. • Miscellaneous primary metal products • New York
EXHIBIT 5.9.7(A) U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)
FIFTH AMENDED AND RESTATED MANAGEMENT AGREEMENTManagement Agreement • October 15th, 2013 • Steel Partners Holdings L.P. • Miscellaneous primary metal products • New York
THIS FIFTH AMENDED AND RESTATED MANAGEMENT AGREEMENT is entered into effective as of May 11, 2012, by and among Steel Partners Holdings L.P., a Delaware limited partnership (the “Partnership”), SPH Group LLC, a Delaware limited liability company and a directly and indirectly wholly owned subsidiary of the Partnership (“Group”), and SP General Services LLC, a Delaware limited liability company (together with its permitted assignees, the “Manager”).
STOCK PURCHASE AGREEMENT by and among HANDY & HARMAN GROUP LTD., BAIRNCO CORPORATION and ROGERS CORPORATIONStock Purchase Agreement • January 27th, 2015 • Steel Partners Holdings L.P. • Miscellaneous primary metal products • Delaware
This STOCK PURCHASE AGREEMENT (this "Agreement") is made as of December 18, 2014, by and among Rogers Corporation, a Massachusetts corporation ("Buyer"), Bairnco Corporation, a Delaware corporation ("Seller"), and Handy & Harman Group Ltd., a Delaware corporation ("H&H Group"). Capitalized terms used and not otherwise defined herein have the meanings set forth in Article 10 hereof.
AMENDED AND RESTATED MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • February 25th, 2016 • Steel Partners Holdings L.P. • Miscellaneous primary metal products • New York
THIS AMENDED AND RESTATED MANAGEMENT SERVICES AGREEMENT (the “Agreement”), effective as of February 23, 2016, is by and between SPH Services, Inc. (“SPH Services”), a Delaware corporation, having an office at 590 Madison Avenue, 32nd Floor, New York, New York 10022, and Handy & Harman Ltd., a Delaware corporation, and Handy & Harman Group Ltd., a Delaware corporation (collectively, the “Company”), having an office at 1133 Westchester Avenue, Suite N222, White Plains, New York 10604.
Separation and General Release AgreementSeparation and General Release Agreement • April 19th, 2021 • Steel Partners Holdings L.P. • Miscellaneous primary metal products • New York
This Separation and General Release Agreement (this “Agreement”), dated as of April 18, 2021 (the “Effective Date”), is made by and between Douglas B. Woodworth (the “Executive”) and Steel Services Ltd., a Delaware corporation (the “Company”). The Executive and the Company are each a “Party” and collectively referred to as the “Parties.”
Dated April 1, 2022 Stock Purchase Agreement by and among SL Power Electronics Corporation, SL Delaware Holdings, Inc., AEI US Subsidiary LLC, solely for purposes of Section 13.19, Advanced Energy Industries, Inc., and solely for purposes of Section...Stock Purchase Agreement • April 4th, 2022 • Steel Partners Holdings L.P. • Miscellaneous primary metal products • Delaware
This STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of April 1, 2022, by and among SL Power Electronics Corporation, a Delaware corporation (the “Company”), SL Delaware Holdings, Inc., a Delaware corporation (the “Seller”), AEI US Subsidiary LLC, a Delaware limited liability company (the “Buyer”), solely for purposes of Section 13.19, Advanced Energy Industries, Inc., a Delaware corporation (the “Buyer Guarantor”), and, solely for purposes of Section 13.20, Steel Partners Holdings, L.P., a Delaware limited partnership (the “Seller Guarantor”). Each of the Company, Seller and Buyer may be referred to herein as a “Party” and collectively as the “Parties.” Capitalized terms used, but not otherwise defined, herein shall have the meanings set forth in Article XII below.
FIRST AMENDMENT TO THE SEVENTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OFSteel Partners Holdings L.P. • January 15th, 2020 • Miscellaneous primary metal products • Delaware
This First Amendment to the Seventh Amended and Restated Agreement of Limited Partnership (this “First Amendment”) of Steel Partners Holdings L.P. (the “Partnership”) is entered into as of January 15, 2020, by Steel Partners Holdings GP Inc., a Delaware corporation, as the General Partner.
SHARE ACQUISITION AGREEMENT by and among BNS HOLDING, INC., SWH, INC., STEEL EXCEL INC. and SPH GROUP HOLDINGS LLC Dated as of April 30, 2012Share Acquisition Agreement • June 6th, 2012 • Steel Partners Holdings L.P. • Miscellaneous primary metal products • Delaware
This Share Acquisition Agreement (this “Agreement”), dated as of April 30, 2012, is by and among BNS Holding, Inc., a Delaware corporation (“Transferor”), SWH, Inc., a North Dakota corporation (the “Company”), Steel Excel Inc., a Delaware corporation (“Acquirer”) and SPH Group Holdings LLC, a Delaware limited liability company (“Steel Partners”) (but only with respect to those matters set forth on the signature page hereto).
AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • January 27th, 2015 • Steel Partners Holdings L.P. • Miscellaneous primary metal products • Delaware
This Amendment No. 1 (this “Amendment”), dated as of January 22, 2015, to that certain Stock Purchase Agreement, dated as of December 18, 2014, by and among Rogers Corporation, a Massachusetts Corporation (“Buyer”), Handy & Harman Group Ltd., a Delaware corporation (“H&H Group”), and Bairnco Corporation, a Delaware corporation (“Bairnco”) (the “Purchase Agreement”), is entered into by and among Buyer, H&H Group and, as successor in interest to Bairnco, Bairnco, LLC, a Delaware limited liability company (“Seller”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Purchase Agreement.
STOCKHOLDER AGREEMENTStockholder Agreement • June 8th, 2012 • Steel Partners Holdings L.P. • Miscellaneous primary metal products • New York
STOCKHOLDER AGREEMENT (this “Agreement”), dated as of June 6, 2012, by and among Ultra Electronics Defense, Inc., a Delaware corporation (“UEDI”), and Steel Partners Holdings L.P., a Delaware limited partnership (the “Stockholder”), a stockholder of DGT Holdings Corp., a New York corporation (the “Company”).
FIRST AMENDMENT TO MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • April 2nd, 2013 • Steel Partners Holdings L.P. • Miscellaneous primary metal products
This First Amendment to Management Services Agreement is dated as of March 27, 2013 and is between SP Corporate Services LLC (“SP Corporate”), a Delaware limited liability company having an office at 590 Madison Avenue, 32nd Floor, New York, New York 10022, and Handy & Harman Ltd., a Delaware corporation and Handy & Harman Group Ltd., a Delaware corporation (collectively, the “Company”), having an office at 1133 Westchester Avenue, Suite N-222, White Plains, New York 10604.
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • December 31st, 2014 • Steel Partners Holdings L.P. • Miscellaneous primary metal products • New York
This management services agreement (the “Agreement”) is dated as of January 1, 2015, and is between SP Corporate Services LLC (“SP Corporate”), a Delaware limited liability company having an office at 590 Madison Avenue, 32nd Floor, New York, New York 10022, and ModusLink Global Solutions, Inc., a Delaware corporation (the “Company”), having an office at 1601 Trapelo Road, Suite 170, Waltham, Mass. 02451 (the “Company Office”).
SECOND AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • April 30th, 2020 • Steel Partners Holdings L.P. • Miscellaneous primary metal products
This Second Amendment to Employment Agreement is dated April 30, 2020 and is between Douglas B. Woodworth (“Executive”) and Steel Services Ltd. (the “Company”).
CONTINGENT VALUE RIGHTS AGREEMENT BY AND AMONG STEEL PARTNERS HOLDINGS L.P., STEEL CONNECT, INC. [●], AS SHAREHOLDER REPRESENTATIVE AND [●], AS RIGHTS AGENT DATED AS OF [●], 2022Contingent Value Rights Agreement • June 13th, 2022 • Steel Partners Holdings L.P. • Miscellaneous primary metal products • Delaware
THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of [●], 2022 (this “Agreement”), is entered into by and among Steel Partners Holdings L.P., a Delaware limited partnership (“Parent”), Steel Connect, Inc., a Delaware corporation (the “Company”), [●] (“Rights Agent”) and the Shareholder Representative.
ContractManagement Services Agreement • May 5th, 2015 • Steel Partners Holdings L.P. • Miscellaneous primary metal products
Joint Filing AgreementJoint Filing Agreement • January 3rd, 2012 • Steel Partners Holdings L.P. • Miscellaneous primary metal products
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including amendments thereto) with respect to the Common Stock, par value $0.01 per share, of Gilman Ciocia, Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
ASSET PURCHASE AGREEMENT BY AND AMONG F&H ACQUISITION CORP.,Asset Purchase Agreement • March 14th, 2014 • Steel Partners Holdings L.P. • Miscellaneous primary metal products • Delaware
THIS ASSET PURCHASE AGREEMENT, dated as of February 7, 2014 (this “Agreement”), is entered into by and among F&H Acquisition Corp., a Delaware corporation; Fox & Hound Restaurant Group, a Delaware corporation; TENT Finance, Inc., a Delaware corporation; Fox & Hound of Littleton, Inc., a Colorado corporation; TENT Restaurant Operations, Inc., a Delaware corporation; Alabama Fox & Hound, Inc., an Alabama corporation; Fox & Hound of Arizona, Inc., an Arizona corporation; Fox & Hound of Colorado, Inc., a Colorado corporation; F & H Restaurant of Georgia, Inc., a Georgia corporation; Fox & Hound of Illinois, Inc., an Illinois corporation; Fox & Hound of Indiana, Inc., an Indiana corporation; F & H of Iowa, Inc., an Iowa corporation; Fox & Hound of Kansas, Inc., a Kansas corporation; Fox & Hound of Kentucky, Inc., a Kentucky corporation; Fox & Hound of Louisiana, Inc., a Louisiana corporation; Fox & Hound of Nebraska, Inc., a Nebraska corporation; Fox & Hound of Maryland, Inc., a Maryland co
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • January 20th, 2012 • Steel Partners Holdings L.P. • Miscellaneous primary metal products • New York
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”), made as of the 15th day of July 2009 (the “Effective Date”), by and between Steel Partners II (Offshore) Ltd., formerly named Steel Partners Offshore Fund, Ltd., a corporation organized under the laws of the Cayman Islands (the “Company”), WGL Capital Corp., a corporation organized under the laws of the State of Colorado (successor by merger to WGL Capital Corp., formerly named Steel Partners Services, Ltd., a corporation organized under the laws of the State of New York, which in turn is a successor by merger with WGL Capital Corp., a corporation organized under the laws of the State of New York) (the “Investor Servicer”), and Steel Partners Holdings L.P., a Delaware limited partnership (formerly named WebFinancial L.P.) (“Steel Partners Holdings”).
AGREEMENT AND PLAN OF MERGER by and among STEEL PARTNERS HOLDINGS L.P., SP MERGER SUB, INC. and STEEL CONNECT, INC. Dated as of June 12, 2022Agreement and Plan of Merger • June 13th, 2022 • Steel Partners Holdings L.P. • Miscellaneous primary metal products • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of June 12, 2022 (as amended, this “Agreement”), by and among Steel Partners Holdings L.P., a Delaware limited partnership (“Parent”), SP Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and Steel Connect, Inc., a Delaware corporation (the “Company” and collectively with Parent and Merger Sub, the “Parties” and each, a “Party”).
Amendment to Employment Agreement by and among WHX Corporation, Handy & Harman, and James F. McCabe, Jr., effective January 1, 2009Employment Agreement • May 15th, 2012 • Steel Partners Holdings L.P. • Miscellaneous primary metal products
THIS AMENDMENT OF EMPLOYMENT AGREEMENT (“Amendment”) is entered into by and among WHX Corporation, a Delaware corporation, Handy & Harman, a New York company (collectively the “Companies”), and Jim McCabe (“Executive”), effective as of January 1, 2009.
AMENDED AND RESTATED MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • February 24th, 2016 • Steel Partners Holdings L.P. • Miscellaneous primary metal products • New York
THIS AMENDED AND RESTATED MANAGEMENT SERVICES AGREEMENT (the “Agreement”), effective as of February 23, 2016, is by and between SPH Services, Inc. (“SPH Services”), a Delaware corporation, having an office at 590 Madison Avenue, 32nd Floor, New York, New York 10022, and Handy & Harman Ltd., a Delaware corporation, and Handy & Harman Group Ltd., a Delaware corporation (collectively, the “Company”), having an office at 1133 Westchester Avenue, Suite N222, White Plains, New York 10604.
STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • May 1st, 2023 • Steel Partners Holdings L.P. • Miscellaneous primary metal products • Delaware
STOCKHOLDERS’ AGREEMENT, dated as of April 30, 2023 (this “Agreement”), by and among Steel Connect, Inc., a Delaware corporation (the “Company”), Steel Partners Holdings L.P., a Delaware limited partnership (“SP”) and the Persons (as defined below) affiliated with SP identified on the signature page hereto (together with SP, the “SP Investors”).
Joint Filing AgreementJoint Filing Agreement • October 29th, 2013 • Steel Partners Holdings L.P. • Miscellaneous primary metal products
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including amendments thereto) with respect to the Common Stock, $0.01 par value per share, of Handy & Harman Ltd. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
JOINT FILING AGREEMENTJoint Filing Agreement • May 2nd, 2023 • Steel Partners Holdings L.P. • Miscellaneous primary metal products
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including amendments thereto) with respect to the Common Stock, par value $0.10 per share, of Aerojet Rocketdyne Holdings, Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
JOINT FILING AND SOLICITATION AGREEMENTJoint Filing and Solicitation Agreement • February 1st, 2022 • Steel Partners Holdings L.P. • Miscellaneous primary metal products
WHEREAS, certain of the undersigned are stockholders, direct or beneficial, of Aerojet Rocketdyne Holdings, Inc., a Delaware corporation (the “Company”);
SIXTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • August 10th, 2020 • Steel Partners Holdings L.P. • Miscellaneous primary metal products • New York
This Sixth Amendment to Credit Agreement (the “Amendment”) is made as of this 19th day of June, 2020, by and among HANDY & HARMAN GROUP LTD., a Delaware corporation, SPH GROUP HOLDINGS LLC, a Delaware limited liability company, STEEL EXCEL INC., a Delaware corporation, API AMERICAS INC., a Delaware corporation, IGO, INC., a Delaware corporation (collectively, the “US Borrowers” and each individually, a “US Borrower”), CEDAR 2015 LIMITED, a private limited company incorporated in England and Wales (“UK Borrower” and together with US Borrowers, the “Borrowers” and each individually, a “Borrower”), each of the Guarantors listed on the signature pages hereto (each, a “Guarantor” and collectively, the “Guarantors”) and collectively with Borrowers, the “Loan Parties” and each is individually referred to herein as a “Loan Party”), the financial institutions which are named on the signature pages hereto as lenders (collectively, the “Lenders” and each is individually referred to as a “Lender”)
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • December 27th, 2016 • Steel Partners Holdings L.P. • Miscellaneous primary metal products • Delaware
THIS SIXTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF STEEL PARTNERS HOLDINGS L.P. dated as of [December __, 2016], is entered into by and among Steel Partners Holdings GP Inc., a Delaware corporation, as the General Partner and as the lawful agent and attorney-in-fact for the Limited Partners, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein.
WEBBANK LONG-TERM INCENTIVE AGREEMENTWebbank Long-Term Incentive Agreement • March 13th, 2020 • Steel Partners Holdings L.P. • Miscellaneous primary metal products • New York
This Long-Term Incentive Agreement (this “Agreement”) is made this 10th day of March, 2020, effective as of January 1, 2018 (the “Grant Date”), by and between WebFinancial Holding Corporation, a Delaware corporation (“WFHC”), the indirect parent corporation of WebBank, a Utah corporation (the “Company”), and Jack Howard (“Grantee”).
Joint Filing AgreementJoint Filing Agreement • January 3rd, 2012 • Steel Partners Holdings L.P. • Miscellaneous primary metal products
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including amendments thereto) with respect to the Common Stock, par value $0.001, of Steel Excel Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
SIXTH AMENDED AND RESTATED MANAGEMENT AGREEMENTManagement Agreement • January 13th, 2015 • Steel Partners Holdings L.P. • Miscellaneous primary metal products • New York
THIS SIXTH AMENDED AND RESTATED MANAGEMENT AGREEMENT is entered into effective as of January 1, 2015, by and between SP Corporate Services LLC, a Delaware limited liability company (“SP Corporate”), and SP General Services LLC, a Delaware limited liability company (together with its permitted assignees, the “Manager”).
