AGREEMENT AND PLAN OF MERGER dated as of July 17, 2013 by and among THE MEN’S WEARHOUSE, INC., BLAZER MERGER SUB INC., JA HOLDING, INC., and JA HOLDING, LLC, SOLELY IN ITS CAPACITY AS STOCKHOLDER REPRESENTATIVE AND FOR PURPOSES OF SECTION 1.7 HEREOFAgreement and Plan of Merger • July 18th, 2013 • Mens Wearhouse Inc • Retail-apparel & accessory stores • New York
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made as of July 17, 2013, by and among The Men’s Wearhouse, Inc., a Texas corporation (the “Buyer”), Blazer Merger Sub Inc., a Delaware corporation (“Merger Sub”), JA Holding, Inc., a Delaware corporation (the “Company”), and JA Holding, LLC, a Delaware limited liability company (“Parent LLC”), solely in its capacity as Stockholder Representative (as hereinafter defined) and for purposes of Section 1.7 hereof. The Buyer, Merger Sub, the Stockholder Representative, and the Company are sometimes referred to collectively herein as the “Parties.” Certain capitalized terms which are used herein are defined in Article 11 below.
