AGREEMENT AND PLAN OF MERGER dated as of August 29, 2005 among SMISC, LLC, MOTORSPORTS AUTHENTICS, INC., and ACTION PERFORMANCE COMPANIES, INC. AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • August 30th, 2005 • International Speedway Corp • Services-racing, including track operation • Arizona
AGREEMENT AND PLAN OF MERGER (this "Agreement") dated as of August 29, 2005, among SMISC, LLC, a Delaware limited liability company ("Parent"), Motorsports Authentics, Inc., an Arizona corporation ("Sub") and a wholly owned indirect Subsidiary of Parent, Action Performance Companies, Inc., an Arizona corporation (the "Company"), and, for purposes of Section 3.02 and Section 8.12 only, the members of Parent listed on the signature pages hereof (the "Guarantors").
