Transom Capital Fund IV, L.P. Sample Contracts

May 20, 2025
Equity Financing Commitment • June 26th, 2025 • Transom Capital Fund IV, L.P. • Printed circuit boards

This letter agreement (this “Agreement”) sets forth the commitment of Transom Capital Fund IV, L.P., a Delaware limited partnership (the “Equity Investor”), on the terms, and subject to the conditions, set forth herein, to purchase, or cause to be purchased, directly or indirectly, equity or debt securities of Transom Axis AcquireCo, LLC, a Delaware limited liability company (“Parent”). It is contemplated that pursuant to that certain Agreement and Plan of Merger, dated as of the date hereof (as the same may be amended, amended and restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among SigmaTron International, Inc., a Delaware corporation (the “Company”), Parent, Transom Axis MergerSub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”), (i) Parent has agreed to cause Merger Sub to commence a tender offer (as it may be extended or amended from time to time as permitted under, or required by, the Merg

View Source
LIMITED GUARANTEE
Limited Guarantee • June 26th, 2025 • Transom Capital Fund IV, L.P. • Printed circuit boards • Delaware

This Limited Guarantee, dated as of May 20, 2025 (this “Guarantee”), by Transom Capital Fund IV, L.P., a Delaware limited partnership (the “Guarantor”), is in favor of SigmaTron International, Inc., a Delaware corporation (the “Guaranteed Party”). Reference is hereby made to the Agreement and Plan of Merger, dated as of the date hereof (as the same may be amended, amended and restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among the Guaranteed Party, Transom Axis MergerSub, Inc., a Delaware corporation (“Merger Sub”), and Transom Axis AcquireCo, LLC, a Delaware limited liability company (“Parent”). Capitalized terms used, but not otherwise defined, herein shall have the meanings ascribed to them in the Merger Agreement.

View Source
PROJECT AXIS CONFIDENTIALITY AGREEMENT
Confidentiality Agreement • June 26th, 2025 • Transom Capital Fund IV, L.P. • Printed circuit boards

This CONFIDENTIALITY AGREEMENT (this “Agreement”) shall govern the conditions under which we (“Recipient” or “we” or “us” or “our”) have agreed to discuss a possible transaction known as Project Axis (the “Potential Transaction”) with a leading provider of electronic manufacturing services, including printed circuit board assemblies and completely assembled electronic products (the “Company”), whose name shall be disclosed upon our execution hereof. Company and Recipient may be referred to herein individually as a “Party” or collectively as the “Parties.”

View Source
EXCLUSIVITY AGREEMENT
Exclusivity Agreement • June 26th, 2025 • Transom Capital Fund IV, L.P. • Printed circuit boards • Delaware

This EXCLUSIVITY AGREEMENT (this “Agreement”) is effective as of April 1, 2025, by and among SigmaTron International, Inc., a Delaware corporation (the “Company”), and Transom Capital Group, LLC, a Delaware limited liability company (“Transom”). The Company and Transom are currently in negotiations relating to a possible strategic transaction involving the Company (the “Proposed Transaction”). In consideration of the time, effort and money that Transom has expended in consideration of the Proposed Transaction, the Company and Transom, intending to be legally bound, hereby agree as follows:

View Source