FORM OF VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • December 20th, 2018 • Ourpets Co • Plastics products, nec • Delaware
This VOTING AND SUPPORT AGREEMENT (this “Agreement”), dated as of December [●], 2018, is entered into by and among Paws Merger Parent, LLC, a Delaware limited liability company (“Parent”), Dr. Steven Tsengas, individually (“S. Tsengas”), Konstantine S. Tsengas, individually (“K. Tsengas”), Joseph T. Aveni, individually (“Aveni”), Nick Tsengas, individually (“N. Tsengas”), PZ Holdings Ltd., an Ohio limited liability company (“Pet Zone”), Capital One Partners, LLC, an Ohio limited liability company (“Capital One”), Nottingham Ventures, Ltd., an Ohio limited liability company (“Nottingham”), Spirk Ventures, Ltd., an Ohio limited liability company (“Spirk”), LJR Limited Partnership, an Ohio limited partnership (“LJR”) (collectively, S. Tsengas, K. Tsengas, Aveni, N. Tsengas, Pet Zone, Capital One, Nottingham, Spirk and LJR are the “Shareholders”; each, individually, is a “Shareholder”).
AGREEMENT AND PLAN OF MERGER dated as of December 18, 2018, among PAWS Merger Parent, LLC, PAWS Merger Sub, INC., and OURPET’S COMPANYMerger Agreement • December 20th, 2018 • Ourpets Co • Plastics products, nec • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of December 18, 2018, is entered into by and among Paws Merger Parent, LLC, a Delaware limited liability company (“Parent”), Paws Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and OurPet’s Company, a Colorado corporation (the “Company”). Capitalized terms used in this Agreement are used as defined in Section 8.03 or as otherwise defined herein and listed on Exhibit A hereto.
CONTRIBUTION AND UNIT SUBSCRIPTION AGREEMENTContribution and Unit Subscription Agreement • December 20th, 2018 • Ourpets Co • Plastics products, nec • Delaware
THIS CONTRIBUTION AND UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of December 18, 2018, by and among GRAC Holdings LLC, a Delaware limited liability company (the “Company”), PZ Holdings Ltd., an Ohio limited liability company (“Pet Zone”), Dr. Steven Tsengas, individually (“S. Tsengas”) and Konstantine (Dean) S. Tsengas, individually (“D. Tsengas” and, together with Pet Zone and S. Tsengas, collectively, the “Subscribers” and each, individually, a “Subscriber” and, together with the Company, the “Parties” and each a “Party”).
