0001193125-12-295573 Sample Contracts

AGREEMENT AND PLAN OF MERGER by and among: ABC-MART, INC., a corporation formed under the laws of Japan, XYZ MERGER SUB, INC., a Wisconsin corporation, and LACROSSE FOOTWEAR, INC., a Wisconsin corporation Dated as of July 5, 2012

Agreement and Plan of Merger • July 6th, 2012 • Lacrosse Footwear Inc • Rubber & plastics footwear • Delaware

• Contract Type
  Agreement and Plan of Merger
• Filed
  July 6th, 2012
• Company
  Lacrosse Footwear Inc
• Industry
  Rubber & plastics footwear
• Jurisdiction
  Delaware

This AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of July 5, 2012 (the “Agreement Date”), by and among ABC-MART, INC., a corporation formed under the laws of Japan (“Parent”), XYZ Merger Sub, Inc., a Wisconsin corporation and a wholly owned subsidiary of Parent (“Purchaser”), and LaCrosse Footwear, Inc., a Wisconsin corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

TENDER AND VOTING AGREEMENT

Tender and Voting Agreement • July 6th, 2012 • Lacrosse Footwear Inc • Rubber & plastics footwear • Delaware

• Contract Type
  Tender and Voting Agreement
• Filed
  July 6th, 2012
• Company
  Lacrosse Footwear Inc
• Industry
  Rubber & plastics footwear
• Jurisdiction
  Delaware

This TENDER AND VOTING AGREEMENT (this “Agreement”) is made and entered into as of July 5, 2012, by and among ABC-MART, INC., a corporation formed under the laws of Japan (“Parent”), XYZ Merger Sub, Inc., a Wisconsin corporation and a wholly owned subsidiary of Parent (“Purchaser”), and the undersigned shareholder (the “Stockholder”) of LaCrosse Footwear, Inc., a Wisconsin corporation (the “Company”).