AGREEMENT AND PLAN OF MERGER among EIGER HOLDCO, LLC EIGER MERGER CORPORATION and INDUSTRIAL DISTRIBUTION GROUP, INC. Dated as of April 25, 2008Agreement and Plan of Merger • April 28th, 2008 • King Luther Capital Management Corp • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated as of April 25, 2008 (this “Agreement”), is by and among Eiger Holdco, LLC, a Delaware limited liability company (“Parent”), Eiger Merger Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Co”), and Industrial Distribution Group, Inc., a Delaware corporation (the “Company”).
JOINT FILING AGREEMENTJoint Filing Agreement • December 18th, 2018 • King Luther Capital Management Corp
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them a Statement on Schedule 13D (including amendments thereto) with regard to the Common Stock, $1.00 par value, of Lawson Products, Inc., a Delaware corporation, and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, hereby execute this Agreement as of December 17, 2018.
JOINT FILING AGREEMENTJoint Filing Agreement • June 2nd, 2023 • King Luther Capital Management Corp
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them a Statement on Schedule 13D (including amendments thereto) with regard to the Common Stock, $1.00 par value, of Distribution Solutions Group, Inc., a Delaware corporation, and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, hereby execute this Agreement as of June 2, 2023.
JOINT FILING AGREEMENTJoint Filing Agreement • March 14th, 2017 • King Luther Capital Management Corp
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them a Statement on Schedule 13D (including amendments thereto) with regard to the Common Stock, $0.01 par value, of CECO Environmental Corp., a Delaware corporation, and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, hereby execute this Joint Filing Agreement as of March 14, 2017.
LOCK-UP AGREEMENTLock-Up Agreement • July 16th, 2010 • King Luther Capital Management Corp • New York
This Lock-up Agreement (this “Agreement”), is dated as of July 9, 2010, and is made by and among the undersigned parties (each, a “Locked-Up Holder” and, collectively, the “Locked-Up Holders”), each solely in its capacity as a beneficial owner (as defined below) of certain shares of 6.25% Series A Cumulative Convertible Preferred Stock issued by Emmis Communications Corporation (the “Preferred Shares”).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • November 1st, 2019 • King Luther Capital Management Corp • Texas
THIS VOTING AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of October 31, 2019, by and between Contango Oil & Gas Company, a Texas corporation (“Contango”), LKCM Investment Partnership, L.P., a Texas limited partnership (“LIP”), and LKCM Investment Partnership II, L.P., a Texas limited partnership (“LIP2”). Each of LIP and LIP2 is referred to herein as a “Holder”.
ContractJoint Filing Agreement • October 5th, 2010 • King Luther Capital Management Corp
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them a Statement on Schedule 13D (including amendments thereto) with regard to the Common stock, $0.01 par value, of Dynamex Inc. and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, hereby execute this Agreement as of October 4, 2010.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 18th, 2018 • King Luther Capital Management Corp • Delaware
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of December 17, 2018, by and among Headwater Lawson Investors, LLC, a Delaware limited liability company (the “Purchaser”) and the sellers (each, a “Seller” and collectively, the “Sellers”) identified on such signature pages hereto. Throughout this Agreement, each of the Purchaser and the Sellers may be referred to individually as a “Party” and collectively as the “Parties”. All obligations of the Sellers hereunder shall be several and not joint.
INTEREST RESERVE AND SECURITY AGREEMENTInterest Reserve and Security Agreement • March 21st, 2008 • King Luther Capital Management Corp
THIS INTEREST RESERVE AND SECURITY AGREEMENT (this “Agreement”) is made as of March 20, 2008, by PDLP DISTRIBUTION, LLC, a Texas limited liability company (“Borrower”), in favor of ENCORE BANK, N.A., its successors, transferees and assigns (“Lender”).
JOINT FILING AGREEMENTJoint Filing Agreement • April 22nd, 2014 • King Luther Capital Management Corp
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them a Statement on Schedule 13D (including amendments thereto) with regard to the Common Stock, $1.00 par value, of Lawson Products, Inc., a Delaware corporation, and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, hereby execute this Agreement as of April 22, 2014.
JOINT FUNDING AGREEMENTJoint Funding Agreement • July 3rd, 2008 • King Luther Capital Management Corp • Delaware
This Joint Funding Agreement (this “Agreement”), dated as of July 2, 2008, is entered into by and among LKCM Private Discipline Master Fund, SPC, a segregated portfolio company organized under the laws of the Cayman Islands (“LKCM”), CPFW Holdings, L.P., a Delaware limited partnership (“CPFW”), and the other investors that are signatories hereto (the “Investors”). LKCM and CPFW are collectively referred to herein as the “Sponsors”. The Sponsors and the Investors are collectively referred to herein as the “Parties” and each of such entities is referred to herein as a “Party”.
JOINT FILING AGREEMENTJoint Filing Agreement • March 21st, 2008 • King Luther Capital Management Corp
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them a Statement on Schedule 13D (including amendments thereto) with regard to the Common stock, $0.01 par value, of Industrial Distribution Group, Inc. and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, hereby execute this Agreement as of March 20, 2008.
JOINT FILING AGREEMENTJoint Filing Agreement • December 3rd, 2015 • King Luther Capital Management Corp
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them a Statement on Schedule 13D (including amendments thereto) with regard to the Common Stock, $1.00 par value, of Lawson Products, Inc., a Delaware corporation, and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, hereby execute this Agreement as of December 1, 2015.
STOCK PLEDGE AND SECURITY AGREEMENTStock Pledge and Security Agreement • March 21st, 2008 • King Luther Capital Management Corp
THIS STOCK PLEDGE AND SECURITY AGREEMENT (this “Agreement”), dated as of March 20, 2008 is made by and among PDLP DISTRIBUTION, LLC, a Texas limited liability company (“Pledgor”) and ENCORE BANK, N.A. (“Lender”).
JOINT FILING AGREEMENTJoint Filing Agreement • April 6th, 2017 • King Luther Capital Management Corp
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them a Statement on Schedule 13D (including amendments thereto) with regard to the Series A Common Stock, $0.01 par value, of A. H. Belo Corporation, a Delaware corporation, and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, hereby execute this Joint Filing Agreement as of April 5, 2017.
JOINT FILING AGREEMENTJoint Filing Agreement • November 13th, 2007 • King Luther Capital Management Corp
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them a Statement on Schedule 13D (including amendments thereto) with regard to the common stock, par value $1.00 per share, of Encore Bancshares, Inc. and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, hereby execute this Agreement as of November 9, 2007.
ContractExhibit 1 • November 10th, 2010 • King Luther Capital Management Corp
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them a Statement on Schedule 13D (including amendments thereto) with regard to the common stock, par value $1.00 per share, of Encore Bancshares, Inc. and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, hereby execute this Agreement as of November 10, 2010.
JOINT FILING AGREEMENTJoint Filing Agreement • August 21st, 2015 • King Luther Capital Management Corp
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them a Statement on Schedule 13D (including amendments thereto) with regard to the Common Stock, $0.0001 par value, of Symmetry Surgical Inc., a Delaware corporation, and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, hereby execute this Joint Filing Agreement as of August 20, 2015.
April 25 2008King Luther Capital Management Corp • April 28th, 2008 • Delaware
You have advised us that Eiger Holdco, LLC (“Parent”) is entering into an agreement to acquire Industrial Distribution Group, Inc., a Delaware corporation (the “Company”), by merging Eiger Merger Corporation, a Delaware corporation and wholly-owned subsidiary of Parent (the “Sub”), with and into the Company whereby the Company will become a wholly-owned subsidiary of Parent (such transaction being hereinafter referred to as the “Merger”). In connection with the Merger, LKCM Private Discipline Master Fund, SPC (the “Investor”) is pleased to confirm that it commits to provide or cause to be provided to Parent, in exchange for its membership interests and on the terms and subject to the conditions set forth herein, cash in an amount equal to the Merger Consideration (the “Equity Financing Amount”) for purposes of the Merger. Further, the Investor confirms that in the event the Merger Agreement (defined below) is terminated and the “Parent Termination Fee” and an amount equal to the “Plati
JOINT FILING AGREEMENTJoint Filing Agreement • September 20th, 2019 • King Luther Capital Management Corp
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them a Statement on Schedule 13D (including amendments thereto) with regard to the common stock, par value $0.04 per share, of Contango Oil & Gas Company, a Delaware corporation, and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, hereby execute this Joint Filing Agreement as of September 20, 2019.
JOINT FILING AGREEMENTJoint Filing Agreement • December 1st, 2008 • King Luther Capital Management Corp
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them a Statement on Schedule 13D (including amendments thereto) with regard to the Class A Common stock, par value $0.01 per share, of Emmis Communications Corporation and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, hereby execute this Agreement as of November 26, 2008.
NONDISCLOSURE AGREEMENTNondisclosure Agreement • January 31st, 2017 • King Luther Capital Management Corp • Delaware
This Nondisclosure Agreement (this “Agreement”) by and between Inventure Foods, Inc., a Delaware corporation (“Provider”), and Luther King Capital Management Corporation, a Delaware corporation (“Recipient”), is dated as of the latest date set forth on the signature page hereto.
JOINT FILING AGREEMENTJoint Filing Agreement • July 16th, 2010 • King Luther Capital Management Corp
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them a Statement on Schedule 13D (including amendments thereto) with regard to the Class A Common stock, par value $0.01 per share, and 6.25% Series A Cumulative Convertible Preferred Stock of Emmis Communications Corporation and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, hereby execute this Agreement as of July 15, 2010.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 19th, 2019 • King Luther Capital Management Corp • Delaware
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of April 17, 2019, by and among Headwater Lawson Investors, LLC, a Delaware limited liability company (the “Purchaser”) and Wilma J. Smelcer (“Seller”). Throughout this Agreement, each of the Purchaser and the Seller may be referred to individually as a “Party” and collectively as the “Parties”.
CONFIDENTIALITY AGREEMENT Lawson Products, Inc. Chicago, IL 60631 March 20, 2017Confidentiality Agreement • March 21st, 2017 • King Luther Capital Management Corp • Delaware
This letter agreement is effective as of the date first written above in connection with the appointment of J. Bryan King (the “LKCM Designee”) to the Board of Directors (the “Board”) of Lawson Products, Inc. (the “Company”). The Company understands and agrees that, subject to the terms of, and in accordance with, this letter agreement, the LKCM Designee may, if and to the extent he desires to do so, disclose information he obtains while serving as a member of the Board to you and the LKCM Representatives (as hereinafter defined), and may discuss such information with any and all such persons. You acknowledge that this information is proprietary to the Company and may include trade secrets or other business information the disclosure of which could harm the Company. In consideration for, and as a condition of, the information being furnished to you and the LKCM Representatives, you agree to treat any and all information concerning or relating to the Company or any of its subsidiaries o
JOINT FILING AGREEMENTJoint Filing Agreement • February 7th, 2024 • King Luther Capital Management Corp
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that they are jointly filing this statement on Schedule 13G. Each of them is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
