MERGER AGREEMENT by and among PBM HOLDINGS, INC., PBM NUTRITIONALS, LLC, PERRIGO COMPANY, PINE HOLDINGS MERGER SUB, INC., PINE NUTRITIONALS MERGER SUB, LLC, and PBM STAKEHOLDERS, LLC, as the Stakeholders’ Representative Dated as of March 22, 2010Merger Agreement • March 24th, 2010 • Perrigo Co • Pharmaceutical preparations • Delaware
THIS MERGER AGREEMENT (this “Agreement”), dated as of March 22, 2010, by and among PBM HOLDINGS, INC., a Delaware corporation (“Holdings”), PBM NUTRITIONALS, LLC, a Delaware limited liability company (“Nutritionals,” together with Holdings, the “Companies” and each individually, a “Company”), PERRIGO COMPANY, a Michigan corporation (“Parent”), PINE HOLDINGS MERGER SUB, INC., a Delaware corporation and newly formed direct wholly-owned subsidiary of Parent (“Holdings Merger Sub”), PINE NUTRITIONALS MERGER SUB, LLC, a Delaware limited liability company and newly formed direct wholly-owned subsidiary of Parent (“Nutritionals Merger Sub” and, together with Holdings Merger Sub, the “Merger Subs”), and PBM STAKEHOLDERS, LLC, a Delaware limited liability company, as the Stakeholders’ Representative.
NON-COMPETITION AGREEMENTNon-Competition Agreement • March 24th, 2010 • Perrigo Co • Pharmaceutical preparations • New York
THIS NON-COMPETITION AGREEMENT (this “Agreement”) is entered into on March 22, 2010 by and between PERRIGO COMPANY, a Michigan corporation (together with its affiliates, “Perrigo”), and Paul B. Manning (“Employee”).
NON-COMPETITION AGREEMENTNon-Competition Agreement • March 24th, 2010 • Perrigo Co • Pharmaceutical preparations • New York
This Non-Competition Agreement dated as of March 22, 2010 (this “Agreement”), is by and between Perrigo Company, a Michigan corporation (“Perrigo”), PBM Holdings, Inc., a Delaware corporation (“Holdings”) and PBM Nutritionals, LLC, a Delaware limited liability company (“Nutritionals”, and together with Holdings, “PBM”).
