AGREEMENT AND PLAN OF MERGER by and among LKCM TE INVESTORS, LLC, TESTEQUITY ACQUISITION, LLC, LAWSON PRODUCTS, INC. and TIDE SUB, LLC Dated as of December 29, 2021Release Agreement • January 4th, 2022 • Lawson Products Inc/New/De/ • Wholesale-machinery, equipment & supplies • Delaware
This AGREEMENT AND PLAN OF MERGER is made as of December 29, 2021 by and among LKCM TE Investors, LLC, a Delaware limited liability company (the “Company Equityholder”), TestEquity Acquisition, LLC, a Delaware limited liability company and an indirect wholly owned Subsidiary of the Company Equityholder (“Company”), Lawson Products, Inc., a Delaware corporation (“Parent”), and Tide Sub, LLC, a Delaware limited liability company (“Merger Sub”). The Company Equityholder, Company, Parent and Merger Sub are referred to collectively herein as the “Parties” and each individually as a “Party.” Certain capitalized terms used herein are defined in ARTICLE I.
VOTING AGREEMENTVoting Agreement • January 4th, 2022 • Lawson Products Inc/New/De/ • Wholesale-machinery, equipment & supplies • Delaware
This Voting Agreement (this “Agreement”) is made as of December 29, 2021 by and between Lawson Products, Inc., a Delaware corporation (“Parent”), and Luther King Capital Management Corporation, a Delaware corporation (the “Voting Party”).
