AGREEMENT AND PLAN OF MERGER by and among GI GENERATE PARENT LLC, THE COOPER COMPANIES, INC., COOPERSURGICAL, INC., BRUIN MERGER SUB, LLC and GI PARTNERS ACQUISITIONS LLC, solely in its capacity as the Representative November 6, 2021Agreement and Plan of Merger • November 10th, 2021 • Cooper Companies, Inc. • Ophthalmic goods • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of November 6, 2021, is made by and among GI Generate Parent LLC, a Delaware limited liability company (the “Company”), CooperSurgical, Inc., a Delaware corporation (the “Parent”), Bruin Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of the Parent (the “Merger Sub”), and GI Partners Acquisitions LLC, solely in its capacity as the representative for the Securityholders (as defined below) (the “Representative”), and, for the limited purposes specified herein, The Cooper Companies, Inc., a Delaware corporation (“Ultimate Parent”). The Parent, the Merger Sub and the Company, and, solely in its capacity as and solely to the extent applicable, the Representative, and, solely in its capacity as and solely to the extent applicable, the Ultimate Parent, shall be referred to herein from time to time as a “Party” and collectively as the “Parties.” Capitalized terms used and not otherwise defined here
