AGREEMENT AND PLAN OF MERGER Dated as of September 24, 2008 among LINEAGE POWER HOLDINGS, INC., BIRDIE MERGER SUB, INC. and CHEROKEE INTERNATIONAL CORPORATIONMerger Agreement • September 30th, 2008 • Cherokee International Corp • Electronic components, nec • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of September 24, 2008, by and among Lineage Power Holdings, Inc., a Delaware corporation (“Parent”), Birdie Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Cherokee International Corporation, a Delaware corporation (the “Company”).
VOTING AGREEMENTVoting Agreement • September 30th, 2008 • Cherokee International Corp • Electronic components, nec • Delaware
This VOTING AGREEMENT (the “Agreement”), dated as of September 24, 2008, is made by and among GSCP (NJ), Inc., GSC Recovery II, L.P., GSC Recovery IIA, L.P., GSC Partners CDO Fund, Limited, GSC Partners CDO Fund II, Limited, OCM Principal Opportunities Fund, L.P. and OCM/GFI Power Opportunities Fund, L.P. (each of the foregoing individually, a “Stockholder” and, collectively, the “Stockholders”), Cherokee International Corporation, a Delaware corporation (the “Company”), Lineage Power Holdings, Inc., a Delaware corporation (“Parent”) and Birdie Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”). Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
