MERGER AND STOCK PURCHASE AGREEMENT by and among THE HONEY POT COMPANY HOLDINGS, LLC, VMG HONEY POT BLOCKER, INC., NVB1, INC., VMG TAX-EXEMPT IV, L.P., NEW VOICES FUND, LP, THP INTERMEDIATE INC., THP MERGER SUB, LLC and VMG HONEY POT HOLDINGS, LLC (as...Merger and Stock Purchase Agreement • January 16th, 2024 • Compass Group Diversified Holdings LLC • Apparel & other finishd prods of fabrics & similar matl • Delaware
This Merger and Stock Purchase Agreement (this “Agreement”) is entered into as of January 14, 2024, by and among (a) The Honey Pot Company Holdings, LLC, a Delaware limited liability company (“THP”), (b) VMG Honey Pot Blocker, Inc., a Delaware corporation (“Blocker I”), (c) NVB1, Inc., a Delaware corporation (“Blocker II”, and together with THP and Blocker I, each a “Target Company” and collectively, the “Target Companies”), (d) VMG Tax-Exempt IV, L.P., a Delaware limited partnership (“Blocker I Seller”), (e) New Voices Fund, LP, a Delaware limited partnership (“Blocker II Seller”), (f) THP Intermediate, Inc., a Delaware corporation (“Buyer”), (g) THP Merger Sub, LLC, a Delaware limited liability company (“Merger Sub”), (h) VMG Honey Pot Holdings, LLC, a Delaware limited liability company (the “Sellers’ Representative”) and (i) each THP Seller who executes and delivers to the other Parties a joinder to this Agreement in the form attached here to as Exhibit A (each, a “Joinder”) (the TH
