ARRANGEMENT AGREEMENT AND PLAN OF MERGER BY AND AMONG TRITON WATER PARENT, INC., TRITON US HOLDCO, INC., TRITON MERGER SUB 1, INC., 1000922661 ONTARIO INC. AND PRIMO WATER CORPORATION June 16, 2024Stockholders Agreement • June 18th, 2024 • Primo Water Corp /CN/ • Bottled & canned soft drinks & carbonated waters • Delaware
THIS AGREEMENT is made as of June 16, 2024 by and among Triton Water Parent, Inc., a corporation incorporated under the laws of Delaware (“Parent”), Triton US HoldCo, Inc., a corporation incorporated under the laws of Delaware and a wholly-owned Subsidiary of Parent (“Holdings”), Triton Merger Sub 1, Inc., a corporation incorporated under the laws of Delaware and direct, wholly‑owned Subsidiary of Holdings (“Merger Sub”), 1000922661 Ontario Inc., a corporation organized under the laws of the Province of Ontario and a direct, wholly‑owned Subsidiary of Holdings (“Amalgamation Sub” and, together with Parent, Holdings and Merger Sub, the “Parent Parties” and each, a “Parent Party”), and Primo Water Corporation, a corporation organized under the laws of Ontario (the “Company” and, together with the Parent Parties, the “Parties”). Defined terms used in this Agreement shall have the meanings ascribed to them in Section 1.1.
FORM OF COMPANY VOTING AGREEMENTCompany Voting Agreement • June 18th, 2024 • Primo Water Corp /CN/ • Bottled & canned soft drinks & carbonated waters
The undersigned understands that Triton Water Parent, Inc. (the “Parent”), Triton US HoldCo, Inc. (“Holdings”), Triton Merger Sub 1, Inc., 1000922661 Ontario Inc. and Primo Water Corporation (the “Company”) wish to enter into an arrangement agreement and plan of merger dated as of the date hereof (the “Agreement”) contemplating, among other things, an arrangement (the “Arrangement”) of the Company under Section 182 of the Ontario Business Corporations Act, pursuant to which, among other things, Holdings will acquire, through wholly-owned subsidiaries thereof, all of the issued and outstanding shares in the capital of the Company pursuant to the Arrangement and all of the issued and outstanding capital stock of Parent by way of a plan of merger under Delaware law.
