AGREEMENT AND PLAN OF MERGER by and among Zep Inc. (“Parent”); Project Missouri, Inc. (“Merger Sub”), Dawn Chemical Company (“Company”), MCM Capital Partners, L.P. (“Stockholders’ Representative”) and The stockholders of the Company party hereto...Merger Agreement • January 5th, 2010 • Zep Inc. • Specialty cleaning, polishing and sanitation preparations • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of January 4, 2010 (this “Agreement”), by and among, (i) Zep Inc. a Delaware corporation (“Parent”), (ii) Project Missouri, Inc, a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Subsidiary”), (iii) Dawn Chemical Company, a Delaware corporation (the “Company”), (iv) solely for the purpose of agreeing to Article 10, MCM Capital Partners, L.P., an Ohio limited partnership (the “Stockholders Representative”), and (v) the stockholders of the Company who execute this Agreement on and after the date hereof for the purposes of adopting and approving this Agreement and the Merger (the “Stockholders”).
