AGREEMENT AND PLAN OF MERGER by and among Kids2, Inc. Project Abacus Acquisition Corp. and Summer Infant, Inc. Dated as of March 16, 2022Merger Agreement • March 17th, 2022 • Summer Infant, Inc. • Miscellaneous manufacturing industries • Delaware
THIS AGREEMENT AND PLAN OF MERGER (together with the Exhibits attached hereto, as amended, this “Agreement”) is made and entered into as of March 16, 2022 by and among Kids2, Inc., a Georgia corporation (“Parent”), Project Abacus Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (the “Merger Sub”), and Summer Infant, Inc., a Delaware corporation (the “Company”). All capitalized terms that are not defined elsewhere in this Agreement will have the respective meanings assigned to them in Annex A.
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS EXHIBIT, MARKED BY [***], HAS BEEN OMITTED PURSUANT TO REGULATION S-K, ITEM 601(b)(10) BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED....Loan and Security Agreement • March 17th, 2022 • Summer Infant, Inc. • Miscellaneous manufacturing industries • New York
This AMENDMENT NO. 2 TO THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”) is dated as of March 16, 2022 by and among SUMMER INFANT, INC. (the “Company”) and SUMMER INFANT (USA), INC. (together with the Company, “Borrowers”), the guarantors from time to time party to the Loan Agreement referenced below (“Guarantors”, and together with Borrowers, “Obligors”), BANK OF AMERICA, N.A., in its capacity as the sole existing “Lender” under the Loan Agreement referenced below (“Sole Lender”), and BANK OF AMERICA, N.A., in its capacity as “Agent” for the Lenders under the Loan Agreement referenced below (“Agent”).
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS EXHIBIT, MARKED BY [***], HAS BEEN OMITTED PURSUANT TO REGULATION S-K, ITEM 601(b)(10) BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED....Loan and Security Agreement • March 17th, 2022 • Summer Infant, Inc. • Miscellaneous manufacturing industries • New York
This AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is dated as of March 16, 2022 by and among SUMMER INFANT, INC. (the “Company”) and SUMMER INFANT (USA), INC. (together with the Company, “Borrowers”), the guarantors from time to time party to the Loan Agreement referenced below (“Guarantors”, and together with Borrowers, “Obligors”), the financial institutions from time to time party thereto as lenders (“Lenders”) and WYNNEFIELD CAPITAL, INC., in as agent and security trustee for the Lenders (“Agent”).
PROPRIETARY AND CONFIDENTIAL Fourth Amendment to Engagement LetterEngagement Letter • March 17th, 2022 • Summer Infant, Inc. • Miscellaneous manufacturing industries
This Fourth Amendment (the “Fourth Amendment”) is to the Interim Chief Executive Officer Services Engagement Letter, effective as of December 9, 2019 and amended on February 28, 2020, November 30, 2020 and January 3, 2022, between Riveron RTS, LLC (successor by merger to Winter Harbor LLC) (“Riveron”) and Summer Infant, Inc and its various affiliates and subsidiaries (collectively the “Company”) (as amended, the “Original Engagement Letter”).
