AGREEMENT AND PLAN OF MERGER By and Among THE MIDDLEBY CORPORATION, MIDDLEBY MARSHALL INC., MOSAIC MERGER SUB, INC. and WELBILT, INC. Dated as of April 20, 2021Merger Agreement • April 21st, 2021 • Middleby Corp • Refrigeration & service industry machinery • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated as of April 20, 2021 (this “Agreement”), is made by and among The Middleby Corporation, a Delaware corporation (“Parent”), Middleby Marshall Inc., a Delaware corporation and a direct wholly owned Subsidiary of Parent (“Acquiror”), Mosaic Merger Sub, Inc., a Delaware corporation and a direct wholly owned Subsidiary of Acquiror (“Merger Sub”), and Welbilt, Inc., a Delaware corporation (the “Company”). Defined terms used in this Agreement have the respective meanings ascribed to them herein.
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • April 21st, 2021 • Middleby Corp • Refrigeration & service industry machinery • Delaware
This VOTING AND SUPPORT AGREEMENT (this “Agreement”), dated as of April 20, 2021, is entered into by and among The Middleby Corporation, a Delaware corporation (“Parent”), and the undersigned stockholders (the “Stockholders”) and beneficial owners (the “Beneficial Owners” and together with the Stockholders, the “Stockholder Parties”). Capitalized terms used but not defined herein shall have the meanings given to them in the Merger Agreement (as defined below).
