AGREEMENT AND PLAN OF MERGER by and among JFL-TIGER ACQUISITION CO., INC., JFL- TIGER MERGER SUB, INC. and HERITAGE-CRYSTAL CLEAN, INC. Dated as of July 19, 2023Agreement and Plan of Merger • July 20th, 2023 • Heritage-Crystal Clean, Inc. • Sanitary services • New York
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of July 19, 2023, is entered into by and among JFL-Tiger Acquisition Co., Inc., a Delaware corporation (“Parent”), JFL-Tiger Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and Heritage-Crystal Clean, Inc., a Delaware corporation (the “Company”).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • July 20th, 2023 • Heritage-Crystal Clean, Inc. • Sanitary services • Delaware
This VOTING AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of July 19, 2023 by and among JFL-Tiger Acquisition Co, Inc., a Delaware corporation (“Parent”), JFL-Tiger Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and the undersigned stockholder (the “Stockholder”) of Heritage-Crystal Clean Inc., a Delaware corporation (the “Company”).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • July 20th, 2023 • Heritage-Crystal Clean, Inc. • Sanitary services • Delaware
This VOTING AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of July 19, 2023 by and among JFL-Tiger Acquisition Co, Inc., a Delaware corporation (“Parent”), JFL-Tiger Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and the undersigned stockholders (each, a “Stockholder” and, collectively, the “Stockholders”) of Heritage-Crystal Clean, Inc., a Delaware corporation (the “Company”).
LIMITED GUARANTEELimited Guarantee • July 20th, 2023 • Heritage-Crystal Clean, Inc. • Sanitary services • Delaware
This Limited Guarantee is dated as of July 19, 2023 (this “Limited Guarantee”), and is made by JFL Equity Investors VI, L.P., a Delaware limited partnership (the “Guarantor”), in favor of Heritage-Crystal Clean, Inc., a Delaware corporation (the “Guaranteed Party”). Capitalized terms used and not defined herein have the meanings given to such terms in the Merger Agreement (defined below), except as otherwise provided herein.
