AGREEMENT AND PLAN OF MERGER Dated as of July 3, 2007 among WATSCO, INC., COCONUT GROVE HOLDINGS, INC. and ACR GROUP, INC.Agreement and Plan of Merger • July 9th, 2007 • Watsco Inc • Wholesale-hardware & plumbing & heating equipment & supplies • Texas
This AGREEMENT AND PLAN OF MERGER, dated as of July 3, 2007 (this “Agreement”), is by and among Watsco, Inc., a Florida corporation (“Parent”), Coconut Grove Holdings, Inc., a Texas corporation (“Merger Sub”) and ACR Group, Inc., a Texas corporation (the “Company”). Certain capitalized terms used in this Agreement are used as defined in Section 9.11.
FORM OF SALE AND SUPPORT AGREEMENTSale and Support Agreement • July 9th, 2007 • Watsco Inc • Wholesale-hardware & plumbing & heating equipment & supplies • Delaware
SALE AND SUPPORT AGREEMENT (this “Agreement”) dated as of , 2007 among Watsco, Inc., a Florida corporation (“Parent”), Coconut Grove Holdings, Inc., a Texas corporation and a wholly-owned subsidiary of Parent (“Merger Sub” together with Parent, the “Buyer”), and (“Shareholder”), an owner of shares of common stock of ACR Group, Inc., a Texas corporation (the “Company”).
ACR Group, Inc.Letter Agreement • July 9th, 2007 • Watsco Inc • Wholesale-hardware & plumbing & heating equipment & supplies • Texas
This letter agreement (“Agreement”) is made in connection with our providing to you of certain financial information in connection with the exploration of a possible transaction (the “Possible Transaction”) between Watsco, Inc. (“Watsco”) and ACR Group, Inc. (“ACR”). In connection with the Possible Transaction, ACR will disclose information not otherwise known by the public. For purposes of this Agreement, the term Watsco includes its shareholders, directors, officers, and employees and managers.
