0001193125-03-096336 Sample Contracts

AGREEMENT AND PLAN OF MERGER AND REORGANIZATION DATED AS OF OCTOBER 22, 2003 AMONG K2 INC., BRASS EAGLE INC. AND CABE ACQUISITION SUB, INC.

Agreement and Plan of Merger and Reorganization • December 18th, 2003 • K2 Inc • Sporting & athletic goods, nec • Delaware

• Contract Type
  Agreement and Plan of Merger and Reorganization
• Filed
  December 18th, 2003
• Company
  K2 Inc
• Industry
  Sporting & athletic goods, nec
• Jurisdiction
  Delaware

THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”), dated as of October 22, 2003, is by and among Brass Eagle Inc., a Delaware corporation (the “Company”), K2 Inc., a Delaware corporation (“Parent”), and Cabe Acquisition Sub, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Parent (“Acquisition”).

EXCHANGE AGREEMENT

Exchange Agreement • December 18th, 2003 • K2 Inc • Sporting & athletic goods, nec • Delaware

• Contract Type
  Exchange Agreement
• Filed
  December 18th, 2003
• Company
  K2 Inc
• Industry
  Sporting & athletic goods, nec
• Jurisdiction
  Delaware

THIS EXCHANGE AGREEMENT, dated as of October 22, 2003 (the “Agreement”), is by and between K2 Inc., a Delaware corporation (“Parent”), and Charter Oak Partners (the “Stockholder”), a Connecticut limited partnership and a stockholder of Brass Eagle Inc., a Delaware corporation (the “Company”). Terms used but not otherwise defined in this Agreement shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).