AGREEMENT AND PLAN OF MERGERMerger Agreement • November 7th, 2005 • Matria Healthcare Inc • Services-home health care services • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of September 19, 2005 (the “Agreement Date”) by and among Matria Healthcare, Inc., a Delaware corporation (“Matria”), WHI Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Matria (“Merger Sub”), WinningHabits, Inc., a Delaware corporation (the “Company”) and the following stockholders of the Company: David Michel and Deborah Michel (each an “Inside Stockholder” and collectively, the “Inside Stockholders”) and Richard M. Frank and Stephen J. Schaul (together with the Inside Stockholders, each, a “Stockholder” and collectively, the “Stockholders”).
CONSENT AND WAIVER AGREEMENT AND AMENDMENT NO. 7 TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 7th, 2005 • Matria Healthcare Inc • Services-home health care services • New York
CONSENT AND WAIVER AGREEMENT AND AMENDMENT NO. 7 TO LOAN AND SECURITY AGREEMENT, dated as of September 22, 2005 (this “Agreement”), by and among MATRIA WOMEN’S AND CHILDREN’S HEALTH, LLC, a Delaware limited liability company (together with its permitted successors and assigns, “Parent”) and by conversion from Matria Women’s and Children’s Health, Inc. (“Immediate Predecessor”) successor by merger to Matria Healthcare, Inc., a Delaware corporation (together with the Immediate Predecessor, “Former Parent”), DIABETES ACQUISITION, INC., a Georgia corporation (together with its permitted successors and assigns, “DAI”), GAINOR MEDICAL ACQUISITION COMPANY, a Georgia corporation (together with its permitted successors and assigns, “Gainor”), DIABETES MANAGEMENT SOLUTIONS, INC., a Delaware corporation (together with its permitted successors and assigns, “DMS”), DIABETES SELF CARE, INC., a Virginia corporation (together with its permitted successors and assigns, “DSC”), MATRIA LABORATORIES, INC.
