December 9, 2008Smith Investment Co • December 10th, 2008
December 9, 2008Smith Investment Co • December 10th, 2008 • Delaware
AGREEMENT AND PLAN OF MERGER AMONG A. O. SMITH CORPORATION, SICO ACQUISITION, LLC, SMITH INVESTMENT COMPANY AND SMITH INVESTMENT COMPANY LLC DATED AS OF DECEMBER 9, 2008Agreement and Plan of Merger • December 10th, 2008 • Smith Investment Co • Nevada
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of December 9, 2008, is made by and among A. O. Smith Corporation, a Delaware corporation (“Parent”), SICO Acquisition, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“MergerCo”), Smith Investment Company, a Nevada corporation (the “Company”), and (solely for purposes of Sections 5.8, 5.11, 5.12, 5.16 and 5.18 and Article VII) Smith Investment Company LLC, a Delaware limited liability company (“SpinCo”). Capitalized terms used herein but not otherwise defined shall have the meanings set forth in Section 9.2.
FORM OF ESCROW AGREEMENTEscrow Agreement • December 10th, 2008 • Smith Investment Co • Delaware
This Escrow Agreement (this “Escrow Agreement”), is dated as of , 2009, by and among Smith Investment Company LLC, a Delaware limited liability company, not individually but solely in its capacity as nominee for the Former SICO Shareholders as provided in the Merger Agreement (as defined below) (the “Shareholders’ Representative”), A.O. Smith Corporation, a Delaware corporation (the “Company”), Smith Investment Company LLC, a Delaware limited liability company, in its individual capacity (“SpinCo”), and , as escrow agent (the “Escrow Agent”).
