AGREEMENT AND PLAN OF MERGER by and among ENPRO INDUSTRIES, INC., VISION INVESTMENT, LLC, VISION INVESTMENT MERGER SUB, INC., ALLUXA, INC., THE KEY SHAREHOLDERS, and MICHAEL SCOBEY AS EQUITYHOLDER REPRESENTATIVE Dated as of September 25, 2020Agreement and Plan of Merger • September 28th, 2020 • Enpro Industries, Inc • Gaskets, packg & sealg devices & rubber & plastics hose • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of September 25, 2020, is made and entered into by and among: VISION INVESTMENT, LLC, a Delaware limited liability company (“Parent”); VISION INVESTMENT MERGER SUB, INC., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”); ENPRO INDUSTRIES, INC., a North Carolina corporation (“Holdings”); ALLUXA, INC. a California corporation (the “Company”); MICHAEL SCOBEY, as the Equityholder Representative; and solely for purposes of ARTICLE 9, Section 3.25 and Section 8.5, the Key Shareholders (as defined herein). Parent, Merger Sub, the Company, Equityholder Representative, and the Key Shareholders are sometimes referred to herein, individually, as a “Party” and, collectively, as the “Parties”.
