CONFIDENTIALWonder Group, Inc. • October 13th, 2023 • Retail-catalog & mail-order houses
September 21, 2023 STRICTLY CONFIDENTIAL Blue Apron Holdings, Inc. New York, New York 10005 Attention: Linda Findley Subject: Exclusivity Agreement Ladies and Gentlemen:Wonder Group, Inc. • October 13th, 2023 • Retail-catalog & mail-order houses
In connection with a possible negotiated transaction between Wonder Group, Inc. (“Wonder”) and Blue Apron Holdings, Inc. (“Blue Apron” and, such potential transaction, the “Proposed Transaction”), Wonder and Blue Apron are entering into this letter agreement in consideration of the substantial time and resources Wonder plans to devote to investigate, negotiate and enter into a definitive agreement with respect to the Proposed Transaction.
Offer to Purchase All Outstanding Shares of Class A Common Stock of BLUE APRON HOLDINGS, INC. at $13.00 per share, net in cash, without interest by BASIL MERGER CORPORATION a wholly owned subsidiary of WONDER GROUP, INC.Exclusivity Agreement • October 13th, 2023 • Wonder Group, Inc. • Retail-catalog & mail-order houses
The Offer is being made pursuant to an Agreement and Plan of Merger, dated September 28, 2023 (as it may be amended from time to time, the “Merger Agreement”), by and among Blue Apron, Wonder and Purchaser, pursuant to which, after consummation of the Offer and subject to the satisfaction or waiver of certain conditions, Purchaser will merge with and into Blue Apron pursuant to Section 251(h) of the General Corporation Law of the State of Delaware, as amended (the “DGCL”), upon the terms and subject to the conditions set forth in the Merger Agreement, with Blue Apron continuing as the surviving corporation (the “Surviving Corporation”) and becoming a wholly owned subsidiary of Wonder (the “Merger”). At the time at which the Merger shall become effective upon the filing of a certificate of merger with the Secretary of State of the State of Delaware or at such subsequent time or date as Wonder and Blue Apron shall agree and specify in the certificate of merger, subject to the terms of th
