AGREEMENT AND PLAN OF MERGER dated as of October 5, 2010 among RAZOR HOLDCO INC., RAZOR MERGER SUB INC. and THERMADYNE HOLDINGS CORPORATIONMerger Agreement • October 14th, 2010 • Razor Holdco Inc. • Machine tools, metal cutting types • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of October 5, 2010, among Razor Holdco Inc., a Delaware corporation (“Parent”), Razor Merger Sub Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Parent (“Merger Subsidiary”), and Thermadyne Holdings Corporation, a Delaware corporation (the “Company”).
JOINT FILING AGREEMENTJoint Filing Agreement • October 14th, 2010 • Razor Holdco Inc. • Machine tools, metal cutting types
Each of the undersigned hereby agrees that the Statement on Schedule 13D, dated October 13, 2010 (the “Schedule 13D”), with respect to the common stock, par value $0.01 per share, of Thermadyne Holdings Corporation is, and any amendments thereto shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and that this Agreement shall be included as an exhibit to the Schedule 13D and each such amendment. Each of the undersigned agrees to be responsible for the timely filing of the Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning itself contained therein, but shall not be responsible for the completeness and accuracy of the information concerning any other party, except to the extent that it knows or has reason to believe that such information is inaccurate. This Agreement may be executed in any number of counterpar
VOTING AGREEMENTVoting Agreement • October 14th, 2010 • Razor Holdco Inc. • Machine tools, metal cutting types • Delaware
VOTING AGREEMENT (this “Agreement”), dated as of October 5, 2010, by and among Razor Holdco Inc., a Delaware corporation (“Parent”), and the parties listed on Annex I hereto (each, a “Shareholder”). Capitalized terms used but not defined in this Agreement have the meanings ascribed thereto in the Merger Agreement (as defined below).
