AGREEMENT AND PLAN OF MERGER by and among WOLVERINE INTERMEDIATE HOLDING II CORPORATION , WOLVERINE MERGER CORPORATION and WESCO AIRCRAFT HOLDINGS, INC. Dated as of August 8, 2019Merger Agreement • August 9th, 2019 • Wesco Aircraft Holdings, Inc • Wholesale-hardware • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of August 8, 2019 (this “Agreement”), is made by and among Wolverine Intermediate Holding II Corporation, a Delaware corporation (“Parent”), Wolverine Merger Corporation, a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”), and Wesco Aircraft Holdings, Inc., a Delaware corporation (the “Company”). All capitalized terms used in this Agreement shall have the meanings assigned to such terms in Section 8.4 or as otherwise defined elsewhere in this Agreement.
August 8, 2019 Kerry Shiba Re: Transaction Bonus Opportunity and Severance Agreement Amendment Dear Kerry,Transaction Bonus Opportunity and Severance Agreement Amendment • August 9th, 2019 • Wesco Aircraft Holdings, Inc • Wholesale-hardware • Delaware
As you may know, Wesco Aircraft Holdings, Inc. (the “Company”), expects to commence a sale process (the “Sale Process”) that may result in a sale of all or substantially all of the assets or equity interests of the Company (a “Company Sale”).
VOTING AND SUPPORT AGREEMENT by and among WOLVERINE INTERMEDIATE HOLDING II CORPORATION, WOLVERINE MERGER CORPORATION and certain STOCKHOLDERS OF WESCO AIRCRAFT HOLDINGS, INC.Voting and Support Agreement • August 9th, 2019 • Wesco Aircraft Holdings, Inc • Wholesale-hardware
This VOTING AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of [•], 2019 by and among the persons identified on Schedule I hereto (each, a “Stockholder” and collectively the “Stockholders”), Wolverine Intermediate Holding II Corporation, a corporation organized under the laws of Delaware (“Parent”), and Wolverine Merger Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”). Capitalized terms used but not defined herein have the meanings assigned to them in the Agreement and Plan of Merger dated as of the date of this Agreement (as amended from time to time, the “Merger Agreement”) by and among Parent, Merger Sub and Wesco Aircraft Holdings, Inc., a Delaware corporation (the “Company”).
