JOINDER TO THE AGREEMENT AND PLAN OF MERGERThe Agreement and Plan of Merger • January 25th, 2021 • MGP Ingredients Inc • Wholesale-beer, wine & distilled alcoholic beverages
This Joinder to the Agreement and Plan of Merger (this “Joinder Agreement”) is executed by the undersigned (each, a “Joining Shareholder” and collectively, the “Joining Shareholders”) pursuant to the terms of that certain Agreement and Plan of Merger, dated as of January 22, 2021 (the “Merger Agreement”), by and among (i) MGP Ingredients, Inc., a Kansas corporation; (ii) Luxco Group Holdings, Inc., a Delaware corporation; (iii) LRD Holdings LLC, a Delaware limited liability company; (iv) LDL Holdings DE, LLC, a Delaware limited liability company; (v) KY Limestone Holdings LLC, a Delaware limited liability company; (vi) Donn S. Lux, as Sellers’ Representative; (vii) London HoldCo, Inc., a Delaware corporation (“HoldCo”); and (viii) upon signing this Joinder Agreement, the Joining Shareholders. Capitalized terms used but not defined in this Joinder Agreement shall have the meanings ascribed to such terms in the Merger Agreement, a copy of which has been made available to the Joining Shar
AGREEMENT AND PLAN OF MERGER by and among MGP INGREDIENTS, INC., LONDON HOLDCO, INC., Luxco Group Holdings, Inc., LRD HOLDINGS LLC, KY Limestone Holdings LLC, THE SHAREHOLDERS OF LONDON HOLDCO, INC. and DONN S. LUX, AS SELLERS’ REPRESENTATIVE Dated...Agreement and Plan of Merger • January 25th, 2021 • MGP Ingredients Inc • Wholesale-beer, wine & distilled alcoholic beverages • Kansas
This Agreement and Plan of Merger (this “Agreement”), effective this 22nd day of January, 2021, is by and among (i) MGP Ingredients, Inc., a Kansas corporation (“Buyer”); (ii) Luxco Group Holdings, Inc., a Delaware corporation (“LGH”); (iii) LRD Holdings LLC, a Delaware limited liability company (“LRDH”); (iv) LDL Holdings DE, LLC, a Delaware limited liability company (“LDLH”); (v) KY Limestone Holdings LLC, a Delaware limited liability company (“KYLH” and, together with LGH, LRDH and LDLH, each, a “Company” and, collectively, the “Companies”); (vi) Donn S. Lux, as Sellers’ Representative (“Sellers’ Representative”), (vii) London HoldCo, Inc., a Delaware corporation (“HoldCo”); and (viii) upon signing a Joinder Agreement in the form attached hereto as Exhibit J (the “Seller Joinder Agreement”), the shareholders of HoldCo set forth on the attached Schedule 1 (each a “Seller,” and collectively, the “Sellers”). Buyer, HoldCo, the Companies and Sellers’ Representative, and, contingent upon
