AGREEMENT AND PLAN OF MERGER by and among OHCP HM ACQUISITION CORP., OHCP HM MERGER SUB CORP., THE HILLMAN COMPANIES, INC. and THE REPRESENTATIVE NAMED HEREIN APRIL 21, 2010Agreement and Plan of Merger • April 23rd, 2010 • Hillman Companies Inc • Wholesale-machinery, equipment & supplies • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of April 21, 2010, is made by and among The Hillman Companies, Inc., a Delaware corporation (the “Company”), OHCP HM Acquisition Corp., a Delaware corporation (the “Purchaser”), OHCP HM Merger Sub Corp., a Delaware corporation and wholly owned subsidiary of the Purchaser (the “Merger Sub”), and THC Representative, LLC, a Delaware limited liability company, solely in its capacity as representative for the Company’s Stockholders and Optionholders (as defined herein) (the “Representative”). Capitalized terms used have the meanings set forth in ARTICLE XI (Definitions).
