Termination of Material Agreement - Form 8-K

Item 1.02 Termination of a Material Definitive Agreement.

Credit Agreement

In connection with the consummation of the Merger, on May 23, 2024, the Company repaid in full the obligations then owed under the Credit Agreement (the "Credit Agreement"), dated as of April 29, 2022, by and among the Company, Tru-Stone Technologies, Inc., Starrett Kinemetric Engineering, Inc. and Starrett Bytewise Development, Inc., the guarantors from time-to-time party thereto, and HSBC Bank USA, National Association, and upon the receipt of such payment by HSBC Bank USA, National Association, all obligations under the Credit Agreement and related collateral documents, other than certain continuing indemnity obligations and other obligations which, by the express terms of the Credit Agreement and related ancillary documents, survive the termination of the Credit Agreement, were terminated and all security interests in the collateral securing the loans were released.

Amendment No. 1 to the Rights Agreement

As previously disclosed, on March 8, 2024, the Company entered into Amendment No. 1 ("Amendment No. 1") to the Amended and Restated Rights Agreement, dated as of October 30, 2020, between the Company and Computershare Inc. as rights agent (the "Rights Agent") (the "Rights Agreement"). Amendment No. 1 provided that, as long as the Merger Agreement was not validly terminated, none of the approval, execution, delivery or performance of the Merger Agreement, or the consummation prior to the termination of the Merger Agreement of the Merger or any of the other transactions contemplated by the Merger Agreement, would (i) result in a Shares Acquisition Date, a Distribution Date (each as defined in the Rights Agreement) or in any way permit any Rights (as defined in the Rights Agreement) to be exercised pursuant to the Rights Agreement for consideration or exchanged; (ii) constitute an event set forth in Section 11(a) or Section 13 of the Rights Agreement; (iii) cause any of Parent, Merger Sub or their respective Affiliates or Associates (each as defined in the Rights Agreement) to be deemed to be an Acquiring Person (as defined in the Rights Agreement) for any purpose in the Rights Agreement (it being understood that future actions by any Affiliate or Associate could still result in such Affiliate or Associate being an Acquiring Person for purposes of the Rights Agreement); or (iv) cause any officer, director or employee of Parent, Merger Sub or their respective Affiliates or Associates to be deemed to be, solely by reason of such Person's (as defined in the Rights Agreement) status or authority as such, the "Beneficial Owner" (as defined in the Rights Agreement) of or to "beneficially own" any securities that are "beneficially owned" (each as defined in the Rights Agreement) by Parent, Merger Sub or their respective Affiliates or Associates, including in a fiduciary capacity.

Pursuant to Amendment No. 1, immediately prior to the effective time of the Merger (the "Effective Time"), and without any further action by the Rights Agent (as defined in the Rights Agreement), the Company, Parent, Merger Sub or any then-current or former holder of Rights (as defined in the Rights Agreement), the Rights Agreement, the Rights, and any right to exercise the Rights provided for under the Rights Agreement terminated, expired and became void and of no further force or effect.