0000950123-10-091828 Sample Contracts

AGREEMENT AND PLAN OF MERGER dated as of October 5, 2010 among RAZOR HOLDCO INC., RAZOR MERGER SUB INC. and THERMADYNE HOLDINGS CORPORATION

Agreement and Plan of Merger • October 6th, 2010 • Thermadyne Holdings Corp /De • Machine tools, metal cutting types • Delaware

• Contract Type
  Agreement and Plan of Merger
• Filed
  October 6th, 2010
• Company
  Thermadyne Holdings Corp /De
• Industry
  Machine tools, metal cutting types
• Jurisdiction
  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”).

LIMITED GUARANTEE

Limited Guarantee • October 6th, 2010 • Thermadyne Holdings Corp /De • Machine tools, metal cutting types • Delaware

• Contract Type
  Limited Guarantee
• Filed
  October 6th, 2010
• Company
  Thermadyne Holdings Corp /De
• Industry
  Machine tools, metal cutting types
• Jurisdiction
  Delaware

Limited Guarantee, dated as of October 5, 2010 (this “Limited Guarantee”), by Irving Place Capital Partners III, L.P. (the “Guarantor,”), in favor of Thermadyne Holdings Corporation, a Delaware corporation (the “Guaranteed Party”). Capitalized terms used herein without definition have the meanings given to them in the Merger Agreement (as defined below).