AGREEMENT AND PLAN OF MERGER among GSC ACQUISITION COMPANY GSCAC HOLDINGS I LLC GSCAC HOLDINGS II LLC GSCAC MERGER SUB LLC and COMPLETE ENERGY HOLDINGS, LLC Dated as of May 9, 2008Merger Agreement • May 12th, 2008 • GSC Acquisition Co • Blank checks • New York
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), is dated as of May 9, 2008, among GSC ACQUISITION COMPANY, a Delaware corporation (“GSCAC”), GSCAC Holdings I LLC, a Delaware limited liability company (“Holdco Sub”), GSCAC Holdings II LLC, a Delaware limited liability company (“Holdco Sub2”), GSCAC Merger Sub LLC, a Delaware limited liability company (“Merger Sub” and together with GSCAC, Holdco Sub and Holdco Sub2, the “GSCAC Parties”), and COMPLETE ENERGY HOLDINGS, LLC, a Delaware limited liability company (“CEH”).
