AGREEMENT AND PLAN OF MERGER by and among YOUNG INNOVATIONS HOLDINGS LLC, YI ACQUISITION CORP. and YOUNG INNOVATIONS, INC. Dated as of December 3, 2012Merger Agreement • December 4th, 2012 • Young Innovations Inc • Dental equipment & supplies • Delaware
This Agreement and Plan of Merger, dated as of December 3, 2012 (this “Agreement”), among Young Innovations Holdings LLC, a Delaware limited liability company (“Parent”), YI Acquisition Corp., a Missouri corporation and a direct wholly-owned subsidiary of Parent (“Merger Sub”), and Young Innovations, Inc., a Missouri corporation (the “Company”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • December 4th, 2012 • Young Innovations Inc • Dental equipment & supplies
This amendment (“Amendment”) to the Amended and Restated Employment Agreement dated as of May 6, 2009 by and between YOUNG INNOVATIONS, INC., A Missouri corporation (“Company”) and Alfred E. Brennan, of Algonquin, Illinois is entered into as of December 3, 2012. Capitalized terms herein have the meaning set forth in the Agreement.
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • December 4th, 2012 • Young Innovations Inc • Dental equipment & supplies
This amendment (“Amendment”) to the Amended and Restated Employment Agreement dated as of May 6, 2009 by and between YOUNG INNOVATIONS, INC., A Missouri corporation (“Company”) and Arthur L. Herbst, Jr., of Chicago, Illinois is entered into as of December 3, 2012. Capitalized terms herein have the meaning set forth in the Agreement.
VOTING TRUST AGREEMENTVoting Trust Agreement • December 4th, 2012 • Young Innovations Inc • Dental equipment & supplies
This Voting Trust Agreement (this “Agreement”) is made and entered into effective as of the date set forth on the signature page, by and among Young Innovations Holdings LLC, as voting trustee (the “Voting Trustee”), on the one hand, and The George E. Richmond 2006 Irrevocable Trust, The George E. Richmond Trust Under Agreement dated January 14, 1975, Richmond Foundation, Alfred E. Brennan, and Arthur L. Herbst Jr. (each a “Shareholder” and collectively, the “Shareholders”), on the other hand.
