Steinway Musical Instruments Holdings, Inc. Class A Common Stock (par value $0.0001 per share) Underwriting AgreementUnderwriting Agreement • April 14th, 2022 • Steinway Musical Instruments Holdings, Inc. • Musical instruments • New York
The stockholders named in Schedule II hereto (the “Selling Stockholders”) of Steinway Musical Instruments Holdings, Inc., a Delaware corporation (the “Company”), propose, subject to the terms and conditions stated in this agreement (this “Agreement”), to sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of shares of Class A Common Stock (the “Stock”), of the Company and, at the election of the Underwriters, up to additional shares of Stock. The aggregate shares of Stock to be sold by the Selling Stockholders is herein called the “Firm Shares” and the aggregate of additional shares of Stock to be sold by the Selling Stockholders is herein called the “Optional Shares.” The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares.”
INDEMNIFICATION AND ADVANCEMENT AGREEMENTIndemnification and Advancement Agreement • April 14th, 2022 • Steinway Musical Instruments Holdings, Inc. • Musical instruments • Delaware
This Indemnification and Advancement Agreement (“Agreement”) is made as of ________ __, 20__ by and between _________, a Delaware corporation (the “Company”), and ______________, [a member of the Board of Directors/an officer/an employee/an agent/a fiduciary] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering indemnification and advancement of expenses.
EMPLOYMENT AGREEMENTEmployment Agreement • April 14th, 2022 • Steinway Musical Instruments Holdings, Inc. • Musical instruments • New York
This Employment Agreement (this “Agreement”) is entered into as of the 1st day of May, 2011, by and between Steinway, Inc., a Delaware corporation (the “Company”), and Ronald Losby (the “Executive”).
SECOND AMENDMENT TO ABL CREDIT AGREEMENTAbl Credit Agreement • April 14th, 2022 • Steinway Musical Instruments Holdings, Inc. • Musical instruments • New York
ABL CREDIT AGREEMENT (this “Agreement”) dated as of September 19, 2013, by and among PIANISSIMO ACQUISITION CORP., a Delaware corporation (“AcquisitionCo” and initially the “Initial Borrower”), which upon consummation of the Closing Date Acquisition on the Closing Date will be merged with and into STEINWAY MUSICAL INSTRUMENTS, INC., a Delaware corporation (the “Company”, with the Company being the survivor of such merger and the “Parent Borrower” hereunder), STEINWAY, INC., a Delaware corporation (“Steinway”), CONN-SELMER, INC., a Delaware corporation (“Conn-Selmer” and, together with the Parent Borrower and Steinway, each a “Borrower” and, collectively and jointly and severally, the “Borrowers”), PIANISSIMO HOLDINGS CORP., a Delaware corporation (“Holdings”), theeach other PersonsPerson party hereto that areis designated as a “Loan Party”, each lender from time to time party hereto (collectively, the “Lenders” and individually each a “Lender”), BANK OF AMERICA, N.A., as Administrative
EMPLOYMENT AGREEMENTEmployment Agreement • April 14th, 2022 • Steinway Musical Instruments Holdings, Inc. • Musical instruments • Delaware
This Employment Agreement (this “Agreement”) is entered into as of the 16th day of May, 2008, by and between ArkivMusic, LLC, a New York limited liability company (the “Company”), and Eric Feidner (the “Executive”).
Agreement relating to a Borrowing Base Facility between Steinway & Sons, New York, Hamburg Branch Rondenbarg 10 22525 Hamburg - hereinafter referred to as the “Borrower” and, together with the Co-Borrowers, the “Borrowers” - And Commerzbank...Agreement • April 14th, 2022 • Steinway Musical Instruments Holdings, Inc. • Musical instruments
The Borrowing Base Providers and the Bank enter into the following borrowing base facility agreement (hereinafter referred to as the “Agreement”). A Borrowing Base facility is a special type of working capital finance where the maximum amount available for drawdown is directly dependent on the periodically determined value of the current assets and — in this specific case — certain fixed assets serving as collateral, in particular inventory and trade receivables (the “Borrowing Base”).
Agreement relating to an instalment loan with reference interest rate Between Steinway & Sons, New York, Hamburg Branch. Rondenbarg 10 22525 Hamburg hereinafter referred to as the “Borrower” and Commerzbank Aktiengesellschaft Kaiserstrasse 16 60311...Agreement • April 14th, 2022 • Steinway Musical Instruments Holdings, Inc. • Musical instruments
STOCKHOLDERS AGREEMENT BY AND AMONG STEINWAY MUSICAL INSTRUMENTS HOLDINGS, INC. AND THE PAULSON STOCKHOLDERSStockholders Agreement • April 14th, 2022 • Steinway Musical Instruments Holdings, Inc. • Musical instruments • Delaware
This Stockholders Agreement (this “Agreement”) is entered into as of [ ⚫ ], 2022 by and among (a) Steinway Musical Instruments Holdings, Inc., a Delaware corporation (the “Company”) and (b) John Paulson, Paulson Advantage Master Ltd. and Paulson Advantage Plus Master Ltd. (collectively, “Paulson”).
REGISTRATION RIGHTS AGREEMENT BY AND AMONG STEINWAY MUSICAL INSTRUMENTS HOLDINGS, INC. AND THE INITIAL STOCKHOLDERSRegistration Rights Agreement • April 14th, 2022 • Steinway Musical Instruments Holdings, Inc. • Musical instruments • Delaware
This Registration Rights Agreement (this “Agreement”) is entered into as of [ • ], 2022 by and among (a) Steinway Musical Instruments Holdings, Inc., a Delaware corporation (the “Company”), (b) John Paulson, Paulson Advantage Master Ltd. and Paulson Advantage Plus Master Ltd. (collectively, “Paulson”) and (c) each of the individual stockholders who are set forth on the signature pages hereto (each individually, a “Management Stockholder,” collectively, the “Management Stockholders”).
April 13, 2022 Benjamin SteinerLetter Agreement • April 14th, 2022 • Steinway Musical Instruments Holdings, Inc. • Musical instruments • New York
