AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • October 27th, 2016 • Universal Forest Products Inc • Sawmills & planting mills, general • Delaware
THIS AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of September 7, 2016, by and among (i) Universal Forest Products, Inc., a Michigan corporation (“Purchaser”), (ii) UFP Apple Merger Sub, Inc., a Delaware corporation (“Merger Sub”), (iii) idX Holdings, Inc., a Delaware corporation (the “Company”), (iv) ABP II SR, L.L.C., a Delaware limited liability company, solely in its capacity as representative for the Equity Holders (as defined herein) (the “Representative”), (v) solely for purposes of Sections 2.5(d)(ii), 2.5(e)(ii), 6.6, 7.4, 10.2 and 12.9 and Article IX, Acon-Bastion Partners II, L.P., a Delaware limited partnership (“ABP II”), and Acon-Bastion Partners II (Offshore), L.P., a Cayman Islands exempted limited partnership (“Offshore” and together with ABP II, the “Equity Sponsors” and each of them an “Equity Sponsor”), and (vi) solely for purposes of Sections 2.5(d)(ii), 2.5(e)(ii), 2.6, 6.6, 7.4, 10.2 and 12.9 and Article IX, Terrence L.
