Adam J. Katz - 27 Jan 2025 Form 4 Insider Report for BARNES GROUP INC

Footnote F1

In connection with the transactions contemplated by the Merger Agreement (as defined below), Irenic Harpoon Aggregator LLC ("Harpoon Aggregator") entered into a Rollover, Subscription and Purchase Agreement, dated as of January 27, 2025 (the "Rollover Agreement"), pursuant to which, among other things, prior to the Effective Time (as defined below), (i) Harpoon Aggregator contributed 641,163 shares of Common Stock of the Issuer (such shares, the "Contributed Shares") to Goat Topco, Inc. (the "First Contribution"), in exchange for 3,045,524.25 shares of common stock of Goat Topco, Inc. (such shares, the "Exchange Shares"), having a value equal to $10.00 per Exchange Share, and

Footnote F2

(continued from footnote 1) (ii) immediately following the First Contribution, Harpoon Aggregator contributed the Exchange Shares to Goat Parent, L.P. ("Parent") in exchange for an equal number of Class A common units of Parent (such transactions, collectively, the "Rollover").

Footnote F3

Represents shares of Common Stock, excluding the Contributed Shares, disposed of in connection with that certain Agreement and Plan of Merger, dated October 6, 2024, by and among the Issuer, Goat Holdco, LLC and Goat Merger Sub, Inc. (the "Merger Agreement"). Following the Rollover, in accordance with the terms of the Merger Agreement, at the effective time of the merger contemplated thereby (the "Effective Time"), each outstanding share of Common Stock as of immediately prior to the Effective Time was converted into the right to receive $47.50 in cash (the "Merger Consideration").

Footnote F4

In accordance with the Merger Agreement, at the Effective Time, each restricted stock unit award was cashed out based on the Merger Consideration for each underlying share.

Footnote F5

Securities of the Issuer held directly by Irenic Capital Evergreen Master Fund LP ("Irenic Evergreen") and Irenic Schooner LLC ("Irenic Schooner") and, prior to the Rollover, Harpoon Aggregator.

Footnote F6

The Reporting Person, as the Chief Investment Officer of Irenic Capital Management LP ("Irenic Capital"), the investment manager of each of Irenic Evergreen and Irenic Schooner, the manager of Harpoon Aggregator, and as a Managing Member of each of Irenic Capital Evergreen Fund GP LLC, the general partner of Irenic Evergreen and Managing Member of Irenic Schooner, may be deemed to beneficially own the securities held directly by Irenic Evergreen, Irenic Schooner and Harpoon Aggregator. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein.