AGREEMENT AND PLAN OF MERGER BY AND AMONG WII HOLDING, INC., QUANEX BUILDING PRODUCTS CORPORATION, QWMS, INC. AND OLYMPUS GROWTH FUND IV, L.P. (solely in its capacity as the Stockholders’ Representative hereunder) DATED AUGUST 30, 2015Merger Agreement • August 31st, 2015 • Quanex Building Products CORP • Rolling drawing & extruding of nonferrous metals • Delaware
This Agreement and Plan of Merger (this “Agreement”) is dated as of August 30, 2015 by and among QUANEX BUILDING PRODUCTS CORPORATION, a Delaware corporation (“Parent”), QWMS, INC., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), WII Holding, Inc., a Delaware corporation (the “Company”), Olympus Growth Fund IV, L.P., a Delaware limited partnership, solely in its capacity as the representative of the Stockholders (the “Stockholders’ Representative”) and for purposes of Section 2.3(l)(vi) and Section 6.2(n). Each of Parent, Merger Sub, the Company and the Stockholders’ Representative are referred to herein as a “Party.”
