AGREEMENT AND PLAN OF MERGER and among BURLINGTON COAT FACTORY WAREHOUSE CORPORATION BCFWC ACQUISITION, INC. and BCFWC MERGERSUB, INC. Dated as of January 18, 2006Merger Agreement • January 20th, 2006 • Burlington Coat Factory Warehouse Corp • Retail-department stores • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of January 18, 2006, by and among Burlington Coat Factory Warehouse Corporation, a Delaware corporation (the “Company”), BCFWC Acquisition, Inc., a Delaware corporation (“Parent”), and BCFWC Mergersub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”).
VOTING AGREEMENTVoting Agreement • January 20th, 2006 • Burlington Coat Factory Warehouse Corp • Retail-department stores • Delaware
VOTING AGREEMENT (this “Agreement”) dated as of January 18, 2006, is by and among BCFWC Acquisition, Inc., a Delaware corporation (“Parent”), and each Person (as defined in the Merger Agreement (as defined below)) listed on the signature page hereof as a stockholder (each, a “Stockholder” and, collectively, the “Stockholders”). For purposes of this Agreement, capitalized terms used and not defined herein shall have the respective meanings ascribed to them in the Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), by and between Parent, BCFWC Mergersub, Inc., a Delaware corporation (“Merger Sub”) and Burlington Coat Factory Warehouse Corporation, a Delaware corporation (the “Company”).
