AGREEMENT AND PLAN OF MERGER among MATRIXX INITIATIVES, INC., WONDER HOLDINGS ACQUISITION CORP. and WONDER HOLDINGS, INC. Dated as of December 14, 2010Merger Agreement • December 14th, 2010 • Matrixx Initiatives Inc • Pharmaceutical preparations • Delaware
AGREEMENT AND PLAN OF MERGER (hereinafter called this “Agreement”), dated as of December 14, 2010, among Matrixx Initiatives, Inc., a Delaware corporation (the “Company”), Wonder Holdings Acquisition Corp., a Delaware corporation (“Parent”), and Wonder Holdings, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”).
AMENDMENT TO RIGHTS AGREEMENTRights Agreement • December 14th, 2010 • Matrixx Initiatives Inc • Pharmaceutical preparations • Delaware
AMENDMENT, dated as of December 14, 2010 (this “Amendment”), to the Rights Agreement, dated as of July 22, 2002, between Matrixx Initiatives, Inc., a Delaware corporation (the “Company”) and Corporate Stock Transfer, Inc., as Rights Agent (the “Rights Agent”), (the “Rights Agreement”). All capitalized terms used but not defined in this Amendment shall have the meanings ascribed to them in the Rights Agreement.
LIMITED GUARANTEELimited Guarantee • December 14th, 2010 • Matrixx Initiatives Inc • Pharmaceutical preparations • Delaware
LIMITED GUARANTEE, dated as of December 14, 2010 (this “Limited Guarantee”), is made by H.I.G. Bayside Debt & LBO Fund II, L.P., a Delaware limited partnership (the “Guarantor”), in favor of Matrixx Initiatives, Inc., a Delaware corporation (the “Guaranteed Party”). Reference is hereby made to that certain Agreement and Plan of Merger dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”) by and among Wonder Holdings Acquisition Corp. (“Parent”), a Delaware corporation, Wonder Holdings, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), and the Guaranteed Party, pursuant to which Merger Sub has agreed to (i) commence a tender offer for all of the outstanding Shares (the “Offer”) and (ii) if the Offer is completed on the terms and subject to the conditions set forth in the Merger Agreement, merge with and into the Guaranteed Party (the “Merger”), with the Guaranteed Party surviving
