AGREEMENT AND PLAN OF MERGER among DUNDEE HOLDING, INC., DUNDEE MERGERCO, INC. and DONCASTERS GROUP LTD., as Guarantor and FASTECH, INC. and Charles E. Corpening II, as Stockholder Representative dated as of February 23, 2007Merger Agreement • February 28th, 2007 • Fastentech Inc • Bolts, nuts, screws, rivets & washers • New York
THIS AGREEMENT AND PLAN OF MERGER, dated as of February 23, 2007 (this “Agreement”), among Dundee Holding, Inc., a Delaware corporation (“Parent”), Dundee MergerCo, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Parent (“Merger Sub”), Doncasters Group Ltd., a company incorporated in England and Wales, as guarantor solely for the purpose and to the extent set forth in Section 9.16 (the “Guarantor”), and FasTech, Inc., a Delaware corporation (the “Company”) and, Charles E. Corpening II, solely in its capacity as Stockholder Representative and for purposes of Sections 2.8 and 2.9, Article VIII and Article IX hereof (the “Stockholder Representative”) sets forth the binding agreement of the parties.
