AGREEMENT AND PLAN OF MERGER DATED AS OF SEPTEMBER 30, 2008, AMONG WALTER INDUSTRIES, INC., JWH HOLDING COMPANY, LLC AND HANOVER CAPITAL MORTGAGE HOLDINGS, INC.Agreement and Plan of Merger • October 2nd, 2008 • Walter Industries Inc /New/ • Bituminous coal & lignite mining • Maryland
THIS AGREEMENT AND PLAN OF MERGER, dated as of September 30, 2008, is among Walter Industries, Inc., a Delaware corporation (“Walter”), JWH Holding Company, LLC, a Delaware limited liability company wholly-owned by Walter (“Spinco”), and Hanover Capital Mortgage Holdings, Inc., a Maryland corporation (“Hanover”) (Walter, Spinco and Hanover, collectively, the “Parties” and each a “Party”).
VOTING AGREEMENTVoting Agreement • October 2nd, 2008 • Walter Industries Inc /New/ • Bituminous coal & lignite mining • Maryland
VOTING AGREEMENT, dated as of September 30, 2008 (this “Agreement”), among Walter Industries, Inc., a Delaware corporation (“Walter”), JWH Holding Company, LLC, a Delaware limited liability company (“JWH”), and each of the stockholders of Hanover Capital Mortgage Holdings, Inc., a Maryland corporation (“Hanover”), signatory hereto (each, a “Stockholder” and, collectively, the “Stockholders”), and, solely for the purposes of Section 5.2 hereof, Hanover.
