STOCK PURCHASE AGREEMENT AND PLAN OF MERGER BY AND AMONG NU PET COMPANY PR MERGER SUB I, LLC, AINSWORTH PET NUTRITION PARENT, LLC, CP APN, INC., CP APN, L.P. AND THE SELLERS’ REPRESENTATIVE AND, SOLELY FOR THE PURPOSES OF SECTION 10.18 AND CERTAIN...Stock Purchase Agreement and Plan of Merger • April 5th, 2018 • J M SMUCKER Co • Canned, fruits, veg, preserves, jams & jellies • New York
This STOCK PURCHASE AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of April 4, 2018, by and among (i) NU Pet Company, a Delaware corporation (“Purchaser”), (ii) PR Merger Sub I, LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of Purchaser (“Merger Sub”), (iii) Ainsworth Pet Nutrition Parent, LLC, a Delaware limited liability company (the “Company”), (iv) CP APN, Inc., a Delaware corporation (“CP Blocker”), (v) CP APN, L.P., a Delaware limited partnership (“CP Blocker Seller” and, together with CP Blocker, the “CP Blocker Parties”), (vi) solely in its capacity as the representative of the CP Blocker Seller and the holders of the Acquired Units, CP APN, L.P., a Delaware limited partnership (the “Sellers’ Representative”) and (vii) solely for purposes of Section 10.18 and certain sections of Article V, The J. M. Smucker Company, an Ohio corporation (the “Guarantor”). Each of the above referenced parties is sometimes herein referr
