AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • May 19th, 2017 • Primo Water Corp • Wholesale-groceries, general line • Delaware
This AGREEMENT AND PLAN OF MERGER (the “Agreement”), is entered into as of May 18, 2017, by and among Primo Water Corporation, a Delaware corporation (the “Company”), New PW Holdco, Inc., a Delaware corporation (“Holdco”) and a direct, wholly owned subsidiary of the Company, and New PW Merger Sub, Inc., a Delaware corporation (“Merger Sub”) and a direct, wholly owned subsidiary of Holdco.
COMPENSATION PLAN AND WARRANT ASSIGNMENT AGREEMENTCompensation Plan and Warrant Assignment Agreement • May 19th, 2017 • Primo Water Corp • Wholesale-groceries, general line • Delaware
THIS COMPENSATION PLAN AND WARRANT ASSIGNMENT AGREEMENT (this “Agreement”) is entered into as of May 18, 2017, by and between Primo Water Corporation, a Delaware corporation (“Operating Company”) (which will be the surviving entity following the merger at the Effective Time, in which New PW Merger Sub, Inc., a Delaware corporation (“Merger Sub”) will be merged with and into Operating Company), and New PW Holdco, Inc., a Delaware corporation (“New Holdings”). All capitalized terms used in this Agreement and not defined herein have the respective meanings ascribed to them in the Agreement and Plan of Merger, dated as of May 18, 2017 (the “Merger Agreement”), by and among New Holdings, Operating Company and Merger Sub.
