Exhibit 4.2
AMENDMENT NO. 2 TO AMENDED AND RESTATED RIGHTS AGREEMENT
THIS AMENDMENT NO. 2 (this “Amendment No. 2”), dated as of December 12, 2023 amends the Amended and Restated Rights Agreement, dated as of September 24, 2020 (as amended by the Amendment No. 1 to Amended and Restated Rights Agreement, dated as of December 11, 2023, the “Rights Agreement”) by and between HOLLYSYS AUTOMATION TECHNOLOGIES LTD., a British Virgin Islands business company (the “Company”), and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation, as rights agent (the “Rights Agent”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Rights Agreement.
RECITALS
WHEREAS, the Company and the Rights Agent have executed and entered into the Rights Agreement;
WHEREAS, pursuant to Section 27 of the Rights Agreement, for the purposes set forth in such Section 27, the Company and the Rights Agent may from time to time supplement or amend the Rights Agreement without approval of any holders of Rights or Rights Certificates;
WHEREAS, the Company, Superior Technologies Holding Limited, an exempted company incorporated under the laws of the Cayman Islands (“Parent”), and Superior Technologies Mergersub Limited, a British Virgin Islands business company incorporated under the laws of the British Virgin Islands and a wholly owned subsidiary of Parent (“Merger Sub”), entered into an Agreement and Plan of Merger, dated as of December 11, 2023 (as amended, modified and supplemented from time to time, the “Merger Agreement”), pursuant to which, among other things, Merger Sub will merge with and into the Company with the Company surviving as a wholly owned subsidiary of Parent (the “Merger”); and
WHEREAS, the Board has determined and resolved that it is in the best interest of the Company and its shareholders to amend the Rights Agreement as set forth below to provide that the acquisition of securities of the Company by Parent, Merger Sub and Parent Affiliated Persons as set forth herein will not result in any Person becoming an Acquiring Person or have any triggering effect on the Rights;
NOW, THEREFORE, the Rights Agreement is hereby amended as follows:
1. Section 1 of the Agreement is hereby amended and supplemented to add the following definition in the appropriate locations with the numbering adjusted accordingly:
“Parent Affiliated Persons” shall means any other Person that controls, is controlled by or under common control with Parent. The term “control” (including, with correlative meanings, the terms “controlling”, “controlled by” and “under common control with”), as used with respect to any Person in this definition, shall mean the ownership of more than 50% of the outstanding voting securities of such Person or the power to appoint a majority of the directors of the board of directors (or equivalent governing body) of such Person.
2. The definition of “Acquiring Person” in Section 1 of the Rights Agreement is hereby amended and supplemented by replacing the last sentence thereof with the following sentences:
“Notwithstanding anything in this Agreement to the contrary, none of Parent, Merger Sub or any Parent Affiliated Person, either individually or together, shall be deemed to be or become an “Acquiring Person” by reason or as a result of (i) the approval, adoption, execution, delivery or amendment of the Merger Agreement, (ii) prior to the termination of the Merger Agreement in accordance with its provisions, the performance of the Merger Agreement or the consummation of any of the transactions (including the Merger) contemplated by the Merger Agreement in accordance with its provisions, including the entry into or performance of the Support Agreement, the Equity Commitment Letters, the Limited Guarantee (each as defined in the Merger
