0000950157-14-000155 Sample Contracts

AGREEMENT AND PLAN OF MERGER Dated as of February 19, 2014 among SIGNET JEWELERS LIMITED, CARAT MERGER SUB, INC. and ZALE CORPORATION

Agreement and Plan of Merger • February 19th, 2014 • Zale Corp • Retail-jewelry stores • Delaware

• Contract Type
  Agreement and Plan of Merger
• Filed
  February 19th, 2014
• Company
  Zale Corp
• Industry
  Retail-jewelry stores
• Jurisdiction
  Delaware

This AGREEMENT AND PLAN OF MERGER, dated as of February 19, 2014 (this “Agreement”), is among Signet Jewelers Limited, a Bermuda corporation (“Parent”), Carat Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and Zale Corporation, a Delaware corporation (the “Company”). Certain terms used in this Agreement are used as defined in Section 8.11.

VOTING AND SUPPORT AGREEMENT

Voting and Support Agreement • February 19th, 2014 • Zale Corp • Retail-jewelry stores • Delaware

• Contract Type
  Voting and Support Agreement
• Filed
  February 19th, 2014
• Company
  Zale Corp
• Industry
  Retail-jewelry stores
• Jurisdiction
  Delaware

This VOTING AND SUPPORT AGREEMENT (this “Agreement”) dated as of February 19, 2014, is entered into among Signet Jewelers Limited, a Bermuda corporation (“Parent”), Zale Corporation, a Delaware corporation (the “Company”), and Z Investment Holdings, LLC, a Delaware limited liability company and the warrantholder of the Company (the “Securityholder”).