AGREEMENT AND PLAN OF MERGER By and Among KSTW HOLDINGS, INC., KSTW ACQUISITION, INC., And STEINWAY MUSICAL INSTRUMENTS, INC. Dated as of June 30, 2013Agreement and Plan of Merger • July 2nd, 2013 • Steinway Musical Instruments Inc • Musical instruments • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated as of June 30, 2013 (this “Agreement”), is made by and among KSTW Holdings, Inc., a Delaware corporation (“Parent”), KSTW Acquisition, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Acquisition Sub”), and Steinway Musical Instruments, Inc., a Delaware corporation (the “Company”).
AMENDMENT NO. 2 TO RIGHTS AGREEMENTRights Agreement • July 2nd, 2013 • Steinway Musical Instruments Inc • Musical instruments • Delaware
This AMENDMENT NO. 2 TO RIGHTS AGREEMENT, dated as of June 30, 2013 (this “Amendment”), is between Steinway Musical Instruments, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, as Rights Agent (the “Rights Agent”). This Amendment amends the Rights Agreement dated as of September 26, 2011, as amended by Amendment No. 1 to Rights Agreement dated as of February 20, 2013, between the Company and the Rights Agent (the “Rights Agreement”). Capitalized terms used herein but not defined shall have the meanings set forth in the Rights Agreement.
