AGREEMENT AND PLAN OF MERGER BY AND AMONG MPBP HOLDINGS, INC., ARAMARK CORPORATION, ARAMARK CLINICAL TECHNOLOGY SERVICES, LLC, RMK TITAN ACQUISITION CORPORATION AND THE SELLERS PARTY HERETO DATED AS OF MARCH 18, 2011Agreement and Plan of Merger • March 24th, 2011 • Aramark Corp • Retail-eating places • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of March 18, 2011 is made by and among MPBP Holdings, Inc., a Delaware corporation (the “Company”), ARAMARK Clinical Technology Services, LLC, a Delaware limited liability company (“Parent”), RMK Titan Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), Berkshire Fund VI, Limited Partnership, a Massachusetts limited partnership (“Berkshire VI”), Berkshire Fund VII, L.P., a Delaware limited partnership (“Berkshire VII”), Berkshire Fund VII-A, L.P., a Delaware limited partnership (“Berkshire VII-A”), Berkshire Investors LLC, a Massachusetts limited liability company (“Berkshire LLC”), Berkshire Investors III LLC, a Massachusetts limited liability company (“Berkshire III” and, together with Berkshire VI, Berkshire VII, Berkshire VII-A and Berkshire LLC, “Berkshire”), Ares Capital Corporation, a Delaware corporation (“ACC”), the other stockholders of the Company set forth on t
