MERGER AGREEMENT by and among ECM INVESTORS, LLC SENTINEL ECM BLOCKER, INC.,Merger Agreement • April 4th, 2023 • nVent Electric PLC • Special industry machinery (no metalworking machinery) • New York
THIS MERGER AGREEMENT (this “Agreement”), dated as of April 1, 2023 is made by and among ECM Investors, LLC, a Delaware limited liability company (the “Company”), Sentinel ECM Blocker, Inc., a Delaware corporation (“Blocker Corp”), Lionel Acquisition Co., a Delaware corporation (“Purchaser”), Everest Blocker Holding, Inc., a Delaware corporation and direct subsidiary of Purchaser (“Blocker Purchaser” and, together with Purchaser, the “Purchasers”), Everest Acquisition Merger Sub, LLC, a Delaware limited liability company and a wholly owned subsidiary of Purchaser (“Merger Sub”), Everest Blocker Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Blocker Purchaser (“Blocker Merger Sub” and, together with the Purchasers and Merger Sub, collectively, the “Purchaser Parties”), Sentinel Capital Partners, L.L.C., a Delaware limited liability company, as the Representative (as defined herein) and, solely for the purposes of Article 1, Article 5, Article 9, Article 11, Ar
