KAZ, INC. AGREEMENT AND PLAN OF MERGER December 8, 2010Merger Agreement • December 9th, 2010 • Helen of Troy LTD • Electric housewares & fans • New York
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is dated as of December 8, 2010, by and among Helen of Troy Texas Corporation, a Texas corporation (“Parent”), KI Acquisition Corp., a New York corporation (“Merger Sub”), Kaz, Inc., a New York corporation (the “Company”), Richard D. Katzman, solely in the capacity of the Shareholders’ Representative (the “Shareholders’ Representative”), solely for purposes of Article XII and Section 8.20, Helen of Troy Limited, a Bermuda company (the “Guarantor”) and, solely for purposes of those provisions enumerated on the signature pages hereto, those Persons identified as Principal Shareholders of the Company on the signature pages hereto (the “Principal Shareholders”).
