AGREEMENT AND PLAN OF MERGER dated as of February 17, 2016 among INGRAM MICRO INC., TIANJIN TIANHAI INVESTMENT COMPANY, LTD. and GCL ACQUISITION, INC.Agreement and Plan of Merger • February 17th, 2016 • Ingram Micro Inc • Wholesale-computers & peripheral equipment & software • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of February 17, 2016 among Ingram Micro Inc., a Delaware corporation (the “Company”), Tianjin Tianhai Investment Company, Ltd., a joint stock company existing under the laws of the PRC (“Parent”), and GCL Acquisition, Inc., a Delaware corporation and an indirect subsidiary of Parent (“Merger Subsidiary”).
GUARANTEEGuarantee • February 17th, 2016 • Ingram Micro Inc • Wholesale-computers & peripheral equipment & software • Delaware
This Guarantee, dated as of February 17, 2016 (this “Guarantee”), is made by HNA Group Co., Ltd., a limited company under the laws of the People’s Republic of China (the “Guarantor”), in favor of Ingram Micro Inc., a Delaware corporation (the “Guaranteed Party”). Reference is hereby made to the Merger Agreement among Guaranteed Party, Tianjin Tianhai Investment Company, Ltd., a joint stock company existing under the laws of the People’s Republic of China and indirect Subsidiary of Guarantor (“Parent”), and GCL Acquisition, Inc., a Delaware corporation and an indirect wholly-owned subsidiary of Parent (“Merger Sub”), dated as of the date hereof (the “Merger Agreement”). Capitalized terms used herein, but not otherwise defined herein, have the meanings ascribed to them in the Merger Agreement.
