On February 7, 2020 (the “Closing Date”), pursuant to that certain Agreement and Plan of Merger, dated as of October 20, 2020 (the “Merger Agreement”), by and among Innophos Holdings, Inc. (the “Company”), Iris Parent LLC (“Parent”) and Iris Merger Sub 2019, Inc. and a wholly owned subsidiary of Parent (“Merger Sub”), Merger Sub merged with and into the Company (the “Merger”), with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent. The Merger became effective at the time (the “Effective Time”) of the filing of the certificate of merger with the Secretary of State of the State of Delaware on the Closing Date. In connection with the consummation of the Merger, Innophos Holdings, Inc. and certain of its subsidiaries (the “Borrowers”) repaid in full all outstanding loans, together with interest and all other amounts due in connection with such repayment, under that certain Credit Agreement, dated as of December 22, 2016 (as amended, supplemented or otherwise modified from time to time), by and among the Company, certain subsidiaries of the Company, the lenders party thereto, Wells Fargo Bank, National Association, as administrative agent, and Bank of America, N.A., and SunTrust bank, as co-syndication agents, providing for a $450 million senior secured revolving credit facility (the “Existing Credit Agreement”), and terminated all commitments thereunder effective as of the Closing Date. All guarantees provided under the Existing Credit Agreement and all security interests and liens granted in favor of the lenders under the Existing Credit Agreement were terminated, released and discharged as of the Closing Date. Immediately prior to the Effective Time, in connection with the consummation of the Merger and in accordance with the Merger Agreement, each member of the Company’s board of directors resigned from and ceased serving on the Company’s board of directors and any and all committees thereof. No director resigned as a result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. The members of the Company’s board of directors immediately prior to the Effective Time were Gary Cappeline, Jane Hilk, Kim Ann Mink, Linda Myrick, Karen Osar, John M. Steitz, Peter T. Thomas and Robert J. Zatta. Pursuant to the Merger Agreement, at the Effective Time, (i) the certificate of incorporation of the Company as the surviving corporation was amended and restated in its entirety to be identical to the certificate of incorporation of Merger Sub in effect immediately prior to the Effective Time, except that the name of the corporation, the date of incorporation, the registered office and registered agent, respectively, was changed to that of the Company’s certificate of incorporation immediately prior to the Effective Time, and (ii) the bylaws of the Company as the surviving corporation were amended and restated in their entirety to be identical to the bylaws of Merger Sub in effect immediately prior to the Effective Time, except that the name of the corporation was changed to the name of the Company.