0001193125-05-149996 Sample Contracts

AGREEMENT AND PLAN OF MERGER among AHI HOLDINGS INC., AHI TRANSITORY SUB INC. and AIRXCEL HOLDINGS, INC. dated as of July 21, 2005

Agreement and Plan of Merger • July 27th, 2005 • Airxcel Inc • Miscellaneous fabricated metal products • Delaware

• Contract Type
  Agreement and Plan of Merger
• Filed
  July 27th, 2005
• Company
  Airxcel Inc
• Industry
  Miscellaneous fabricated metal products
• Jurisdiction
  Delaware

AGREEMENT AND PLAN OF MERGER, dated as of July 21, 2005 (this “Agreement”), among AHI HOLDINGS INC., a Delaware corporation (“Parent”), AHI TRANSITORY SUB INC., a Delaware corporation and a direct wholly-owned subsidiary of Parent (“Merger Sub”), solely for the purposes of Article VIII, CITIGROUP VENTURE CAPITAL, LTD., a New York Corporation (“CVC”), as Stockholder Representative, and AIRXCEL HOLDINGS, INC., a Delaware corporation (the “Company”).