AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER BY AND AMONG ENERSYS CAPITAL INC. ECI MERGER CORPORATION AND PURCELL SYSTEMS, INC. AND WITH RESPECT TO ARTICLE VII ONLY FORTIS ADVISORS LLC AS REPRESENTATIVE Dated as of September 30, 2013Agreement and Plan of Merger • November 6th, 2013 • EnerSys • Wholesale-electrical apparatus & equipment, wiring supplies • Delaware
This AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of September 30, 2013, by and among EnerSys Capital Inc., a Delaware corporation (“Parent”), ECI Merger Corporation, a Delaware corporation and direct wholly-owned subsidiary of Parent (“Merger Sub”), and Purcell Systems, Inc., a Delaware corporation (the “Company”), and with respect to Article VII only, Fortis Advisors LLC, a Delaware limited liability company, as Representative (the “Representative”). Capitalized terms used herein shall have the meaning set forth in Section 9.2.
