AGREEMENT AND PLAN OF MERGER BY AND AMONG MEDTECH PRODUCTS, INC., AETAGE LLC, AND THE SELLERS’ REPRESENTATIVE DATED AS OF DECEMBER 21, 2016Merger Agreement • February 2nd, 2017 • Prestige Brands Holdings, Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of December 21, 2016, by and among Medtech Products, Inc., a Delaware corporation (“Purchaser”), AETAGE LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of Purchaser (“Merger Sub”), C.B. Fleet TopCo, LLC, a Delaware limited liability company (the “Company”), and Gryphon Partners 3.5, L.P., a Delaware limited partnership, solely in its capacity as the Sellers’ Representative (as defined below). Purchaser, Merger Sub, the Company and the Sellers’ Representative are sometimes referred to herein each individually as a “party” or “party hereto” and collectively as the “parties” or “parties hereto.” Capitalized terms used in this Agreement and not otherwise defined shall have the respective meanings given to such terms in Article 1.
