PURCHASE AGREEMENT AND PLAN OF MERGER BY AND AMONG KMG CHEMICALS, INC., KMG FC, LLC, FLOWCHEM HOLDINGS LLC, ARSENAL CAPITAL PARTNERS III-B LP, AS ARSENAL BLOCKER SELLER, AND ACP FLOWCHEM LLC, IN ITS CAPACITY AS THE REPRESENTATIVE April 23, 2017Purchase Agreement and Plan of Merger • April 25th, 2017 • KMG Chemicals Inc • Chemicals & allied products • New York
This PURCHASE AGREEMENT AND PLAN OF MERGER (this "Agreement") is entered into as of April 23, 2017, by and among KMG Chemicals, Inc., a Texas corporation ("Buyer"), KMG FC, LLC, a Delaware limited liability company ("Merger Sub"), Flowchem Holdings LLC, a Delaware limited liability company (the "Company"), Arsenal Capital Partners III-B LP, a Delaware limited partnership ("Arsenal Blocker Seller"), and ACP Flowchem LLC, not individually but solely in its capacity as the Representative (as hereinafter defined). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in Section 12.01 of this Agreement. Buyer, Merger Sub, the Company and Arsenal Blocker Seller are referred to herein collectively as the "Parties" and, individually, as a "Party."
