AGREEMENT AND PLAN OF MERGER dated as of February 12, 2014 among COLFAX CORPORATION HUGO MERGER CO. VICTOR TECHNOLOGIES HOLDINGS, INC. and IRVING PLACE CAPITAL MANAGEMENT, L.P. (solely in its capacity as the Securityholders’ Representative)Agreement and Plan of Merger • February 12th, 2014 • Colfax CORP • Pumps & pumping equipment • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of February 12, 2014, Colfax Corporation, a Delaware corporation (“Parent”), Hugo Merger Co., a Delaware corporation and a direct, wholly-owned subsidiary of Parent (“Merger Subsidiary”), Victor Technologies Holdings, Inc., a Delaware corporation (the “Company”), and Irving Place Capital Management, L.P., a Delaware limited partnership (“IPC”), solely in its capacity as the Securityholders’ Representative.
CONVERSION AGREEMENTConversion Agreement • February 12th, 2014 • Colfax CORP • Pumps & pumping equipment • New York
This Conversion Agreement (this “Agreement”), dated as of February 12, 2014, is made by and between BDT CF Acquisition Vehicle, LLC, a Delaware limited liability company (the “Holder”) and Colfax Corporation, a Delaware corporation (the “Company”). The Holder and the Company are individually referred to herein as a “Party” and collectively referred to herein as the “Parties”.
