AGREEMENT AND PLAN OF MERGER by and among JARDEN CORPORATION JCS/THG, LLC THE HOLMES GROUP, INC. BERKSHIRE INVESTORS LLC BERKSHIRE FUND IV, LIMITED PARTNERSHIP BERKSHIRE FUND V, LIMITED PARTNERSHIP JORDAN A. KAHN THE JORDAN A. KAHN FAMILY LIMITED...Merger Agreement • July 5th, 2005 • Jarden Corp • Wholesale-miscellaneous nondurable goods • New York
AGREEMENT AND PLAN OF MERGER, dated as of June 28, 2005 (this "Agreement"), by and among Jarden Corporation, a Delaware corporation ("Purchaser"); JCS/THG, LLC, a Delaware limited liability company and a wholly owned subsidiary of Purchaser ("Merger Sub"); The Holmes Group, Inc., a Massachusetts Corporation (the "Company"); Berkshire Investors LLC, a Massachusetts limited liability company ("Berkshire LLC"); Berkshire Fund IV, Limited Partnership, a Massachusetts limited partnership ("Berkshire IV"); Berkshire Fund V, Limited Partnership, a Massachusetts limited partnership ("Berkshire V", and together with Berkshire LLC, Berkshire IV, the "Berkshire Holders"); Jordan A. Kahn ("Kahn"); The Jordan A. Kahn Family Limited Partnership, a Delaware Limited Partnership (the "Kahn FLP", and together with Kahn, the "Kahn Holders"; the Kahn Holders and the Berkshire Holders are collectively referred to herein as the "Principal Shareholders"); the other AI Shareholders that deliver a Joinder Sign
