AGREEMENT OF MERGER AND ACQUISITION dated as of November 4, 2020 by and among APHRIA INC., PROJECT GOLF MERGER SUB, LLC, SW BREWING COMPANY, LLC, SWBC CRAFT HOLDINGS LP, SWBC CRAFT MANAGEMENT, LLC, SWBC BLOCKER SELLER, LP and CHILLY WATER, LLCAgreement of Merger and Acquisition • November 5th, 2020 • Aphria Inc. • Medicinal chemicals & botanical products • Delaware
Contract Type FiledNovember 5th, 2020 Company Industry JurisdictionThis Agreement of Merger and Acquisition dated as of November 4, 2020 (this “Agreement”), is entered into by and among Aphria Inc., a corporation existing under the Ontario Business Corporations Act (“Parent”), Project Golf Merger Sub, LLC, Delaware limited liability company (“Merger Sub”), SW Brewing Company, LLC, a Delaware limited liability company (the “Company”), SWBC Craft Holdings LP, a Delaware limited partnership (“Blocker”), SWBC Craft Management, LLC (the “Blocker GP”), SWBC Blocker Seller, LP, a Delaware limited partnership ( “Blocker Seller” and, together with the Blocker GP, collectively, “Blocker Partners”), and Chilly Water, LLC, a Delaware limited liability company (“Securityholders’ Representative”).