AGREEMENT AND PLAN OF MERGER by and among TOOLS ACQUISITIONCO, LLC, TOOLS MERGERSUB, INC. and P&F Industries, Inc. Dated as of October 13, 2023Agreement and Plan of Merger • October 13th, 2023 • P&f Industries Inc • Metalworkg machinery & equipment • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of October 13, 2023 (this “Agreement”), is made by and among Tools AcquisitionCo, LLC, a Delaware limited liability company (“Parent”), Tools MergerSub, Inc., a Delaware corporation and a direct wholly owned Subsidiary of Parent (“Acquisition Sub”), and P&F Industries, Inc., a Delaware corporation (the “Company”).
October 13, 2023 The Board of Directors of P&F Industries, Inc.Voting Agreement • October 13th, 2023 • P&f Industries Inc • Metalworkg machinery & equipment
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • October 13th, 2023 • P&f Industries Inc • Metalworkg machinery & equipment • Delaware
THIS VOTING AND SUPPORT AGREEMENT, dated as October 13, 2023 (this “Agreement”), is entered into by and between Tools AcquisitionCo, LLC, a Delaware limited liability company (“Parent”), and Richard A Horowitz (collectively, the “Stockholder”).
AMENDMENT NO. 4 TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • October 13th, 2023 • P&f Industries Inc • Metalworkg machinery & equipment
This AMENDMENT No. 4 (this “Amendment”) to the executive employment agreement between P&F INDUSTRIES, INC., a Delaware corporation (the “Company”), and JOSEPH A. MOLINO, JR. (the “Executive”) dated as of January 1, 2018 (the “Original Employment Agreement”), as amended by Amendment No. 1 to the Original Employment Agreement, entered into as of March 5, 2019 (“Amendment No. 1”), Amendment No. 2 to the Original Employment Agreement, entered into as of December 30, 2020 (“Amendment No. 2”) and Amendment No. 3 to the Original Employment Agreement, entered into as of June 6 ,2023 (“Amendment No. 3”, and the Original Employment Agreement as amended by Amendment No. 1, Amendment No. 2 and Amendment No. 3, the “Employment Agreement”), is being entered into and is effective as of this 13th day of October, 2023 (the “Amendment Effective Date”).
AMENDMENT NO. 1 TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • October 13th, 2023 • P&f Industries Inc • Metalworkg machinery & equipment
This AMENDMENT No. 1 (this “Amendment”) to the executive employment agreement between P&F INDUSTRIES, INC., a Delaware corporation (the “Company”), and RICHARD A. HOROWITZ (the “Executive”) dated as of January 1, 2022 (the “Employment Agreement”), is being entered into and is effective as of this 13th day of October, 2023 (the “Amendment Effective Date”).
