AGREEMENT AND PLAN OF MERGER BY AND AMONG UNITED PET GROUP, INC., FIDO NEWCO CORP., FURMINATOR, INC. AND HAMMOND, KENNEDY, WHITNEY & COMPANY, INC. AS STOCKHOLDER REPRESENTATIVE Dated as of December 5, 2011Agreement and Plan of Merger • December 6th, 2011 • Spectrum Brands, Inc. • Miscellaneous electrical machinery, equipment & supplies • Ohio
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made December 5, 2011, by and among United Pet Group, Inc., a Delaware corporation (“Parent”); Fido Newco Corp., an Indiana corporation and a wholly-owned subsidiary of Parent (“Newco”); FURminator, Inc., an Indiana corporation (the “Company”); and Hammond, Kennedy, Whitney & Company, Inc., a New York corporation, as the Stockholder Representative. The foregoing parties to this Agreement are each a “Party” and collectively the “Parties.” Capitalized terms used in this Agreement without definition shall have the meanings ascribed to them in this Agreement.
