AGREEMENT AND PLAN OF MERGER by and among SBT HOLDINGS INC., SBT ACQUISITION INC. and LIFECORE BIOMEDICAL, INC. Dated as of January 15, 2008Merger Agreement • January 15th, 2008 • Lifecore Biomedical Inc • Surgical & medical instruments & apparatus • Delaware
THIS AGREEMENT AND PLAN OF MERGER (hereinafter referred to as this “Agreement”) is entered into as of January 15, 2008, by and among SBT Holdings Inc. (“Parent”), a Delaware corporation, SBT Acquisition Inc. (“Purchaser”), a Minnesota corporation and direct wholly-owned subsidiary of Parent, and Lifecore Biomedical, Inc., a Minnesota corporation (the “Company”).
LIMITED GUARANTEELimited Guarantee • January 15th, 2008 • Lifecore Biomedical Inc • Surgical & medical instruments & apparatus • Delaware
LIMITED GUARANTEE, dated as of January 15, 2008 (this “Limited Guarantee”), by Warburg Pincus Private Equity IX, L.P. (the “Guarantor”) in favor of Lifecore Biomedical, Inc., a Minnesota corporation (the “Guaranteed Party”). Each capitalized term used and not defined herein shall have the meaning ascribed to it in the Merger Agreement, except as otherwise provided.
