ARRANGEMENT AGREEMENT AND PLAN OF MERGER BY AND AMONG TRITON WATER PARENT, INC., TRITON US HOLDCO, INC., TRITON MERGER SUB 1, INC., 1000922661 ONTARIO INC. AND PRIMO WATER CORPORATION June 16, 2024Arrangement Agreement and Plan of Merger • June 18th, 2024 • Primo Water Corp /CN/ • Bottled & canned soft drinks & carbonated waters • Delaware
THIS AGREEMENT is made as of June 16, 2024 by and among Triton Water Parent, Inc., a corporation incorporated under the laws of Delaware (“Parent”), Triton US HoldCo, Inc., a corporation incorporated under the laws of Delaware and a wholly-owned Subsidiary of Parent (“Holdings”), Triton Merger Sub 1, Inc., a corporation incorporated under the laws of Delaware and direct, wholly‑owned Subsidiary of Holdings (“Merger Sub”), 1000922661 Ontario Inc., a corporation organized under the laws of the Province of Ontario and a direct, wholly‑owned Subsidiary of Holdings (“Amalgamation Sub” and, together with Parent, Holdings and Merger Sub, the “Parent Parties” and each, a “Parent Party”), and Primo Water Corporation, a corporation organized under the laws of Ontario (the “Company” and, together with the Parent Parties, the “Parties”). Defined terms used in this Agreement shall have the meanings ascribed to them in Section 1.1.
ARRANGEMENT AGREEMENT AND PLAN OF MERGER By and Among YERBAE BRANDS CO. KONA BAY TECHNOLOGIES INC. KONA BAY TECHNOLOGIES (DELAWARE) INC. 1362283 B.C. Ltd. TODD GIBSON AND KARRIE GIBSON Dated as of May 19, 2022Arrangement Agreement and Plan of Merger • July 2nd, 2024 • Yerbae Brands Corp. • Beverages • Delaware
This Arrangement Agreement and Plan of Merger (this “Agreement”), is entered into as of May 19, 2022 by and among YERBAE BRANDS CO., a Delaware corporation (the “Company”), KONA BAY TECHNOLOGIES INC., a British Columbia corporation (the “Parent”), KONA BAY TECHNOLOGIES (DELAWARE) INC., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), 1362283 B.C. LTD., a British Columbia corporation (“Finco”), TODD GIBSON, a businessperson (“Todd”) and KARRIE GIBSON, a businessperson (“Karrie” and together with Todd, the “Principal Shareholders”). Capitalized terms used herein (including in the immediately preceding sentence) and not otherwise defined herein shall have the meanings set forth in Section 9.1 hereof.
ARRANGEMENT AGREEMENT AND PLAN OF MERGER BY AND AMONG BURGER KING WORLDWIDE, INC., 1011773 B.C. UNLIMITED LIABILITY COMPANY, NEW RED CANADA PARTNERSHIP, BLUE MERGER SUB, INC., 8997900 CANADA INC. AND TIM HORTONS INC. AUGUST 26, 2014Arrangement Agreement and Plan of Merger • August 29th, 2014 • Burger King Worldwide, Inc. • Retail-eating places • Ontario
THIS AGREEMENT is made as of August 26, 2014 by and among Burger King Worldwide, Inc., a corporation incorporated under the laws of Delaware (“Parent”), 1011773 B.C. Unlimited Liability Company, an unlimited liability company organized under the laws of British Columbia (“Holdings”), New Red Canada Partnership, a general partnership organized under the laws of Ontario and wholly-owned Subsidiary of Holdings (“Partnership”), Blue Merger Sub, Inc., a corporation incorporated under the laws of Delaware and a wholly-owned Subsidiary of Partnership (“Merger Sub”), 8997900 Canada Inc., a corporation organized under the laws of Canada and a wholly-owned Subsidiary of Partnership (“Amalgamation Sub” and, together with Parent, Holdings, Partnership and Merger Sub, the “Parent Parties”), and Tim Hortons Inc., a corporation organized under the laws of Canada (the “Company”). Defined terms used in this Agreement shall have the meanings ascribed to them in Section 1.1.
Amendment No. 1 TO ARRANGEMENT Agreement and plan of mergerArrangement Agreement and Plan of Merger • October 4th, 2024 • Primo Water Corp /CN/ • Bottled & canned soft drinks & carbonated waters • Delaware
THIS AMENDMENT (this “Amendment”) is made and entered into as of October 1, 2024, by and among Triton Water Parent, Inc., a corporation incorporated under the laws of Delaware (“Parent”), Triton US HoldCo, Inc., a corporation incorporated under the laws of Delaware and a wholly-owned Subsidiary of Parent (“Holdings”), Triton Merger Sub 1, Inc., a corporation incorporated under the laws of Delaware and direct, wholly-owned Subsidiary of Holdings (“Merger Sub”), 1000922661 Ontario Inc., a corporation organized under the laws of the Province of Ontario and a direct, wholly-owned Subsidiary of Holdings (“Amalgamation Sub”), and Primo Water Corporation, a corporation organized under the laws of Ontario (the “Company” and, together with Parent, Holdings Merger Sub and Amalgamation Sub, the “Parties”). Reference is made to that certain Arrangement Agreement and Plan of Merger, dated June 16, 2024, by and among the Parties (the “Merger Agreement”). Capitalized terms used but not defined herein
