AGREEMENT AND PLAN OF MERGER by and among AIR METHODS CORPORATION, AIR METHODS ACQUISITION SUB, INC., OF AIR HOLDINGS CORPORATION, and WIND POINT PARTNERS V, L.P.Merger Agreement • June 2nd, 2011 • Air Methods Corp • Air transportation, nonscheduled
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made as of June 1, 2011, by and among (i) Air Methods Corporation, a Delaware corporation (“Parent”), (ii) Air Methods Acquisition Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (the “Merger Sub”), (iii) OF Air Holdings Corporation, a Delaware corporation (the “Company”), (iv) Wind Point Partners V, L.P., a Delaware limited partnership (the “Principal Shareholder”), and (v) the Principal Shareholder in its capacity as the representative of the Shareholders (in such capacity, the “Shareholder Representative”). Except as otherwise set forth herein, capitalized terms used herein have the meanings set forth in Exhibit A.
