AGREEMENT AND PLAN OF MERGER by and among JARDEN CORPORATION JCS/THG, LLC THE HOLMES GROUP, INC. BERKSHIRE INVESTORS LLC BERKSHIRE FUND IV, LIMITED PARTNERSHIP BERKSHIRE FUND V, LIMITED PARTNERSHIP JORDAN A. KAHN THE JORDAN A. KAHN FAMILY LIMITED...Agreement and Plan of Merger • July 5th, 2005 • Jarden Corp • Wholesale-miscellaneous nondurable goods • New York
AGREEMENT AND PLAN OF MERGER, dated as of June 28, 2005 (this "Agreement"), by and among Jarden Corporation, a Delaware corporation ("Purchaser"); JCS/THG, LLC, a Delaware limited liability company and a wholly owned subsidiary of Purchaser ("Merger Sub"); The Holmes Group, Inc., a Massachusetts Corporation (the "Company"); Berkshire Investors LLC, a Massachusetts limited liability company ("Berkshire LLC"); Berkshire Fund IV, Limited Partnership, a Massachusetts limited partnership ("Berkshire IV"); Berkshire Fund V, Limited Partnership, a Massachusetts limited partnership ("Berkshire V", and together with Berkshire LLC, Berkshire IV, the "Berkshire Holders"); Jordan A. Kahn ("Kahn"); The Jordan A. Kahn Family Limited Partnership, a Delaware Limited Partnership (the "Kahn FLP", and together with Kahn, the "Kahn Holders"; the Kahn Holders and the Berkshire Holders are collectively referred to herein as the "Principal Shareholders"); the other AI Shareholders that deliver a Joinder Sign
