VOTING AGREEMENTVoting Agreement • June 11th, 2018 • Gebr. Knauf Verwaltungsgesellschaft Kg • Concrete, gypsum & plaster products • Delaware
This VOTING AGREEMENT dated as of June 10, 2018 (this “Agreement”) is made and entered into among Gebr. Knauf KG, a limited partnership (Kommanditgesellschaft) organized under the laws of Germany (“Parent”), World Cup Acquisition Corporation, a Delaware corporation and an indirect, wholly-owned subsidiary of Parent (“Merger Sub”), and Berkshire Hathaway Inc., a Delaware corporation (the “Stockholder”), on behalf of itself and its subsidiaries listed on Exhibit A (together with the Stockholder, the “Stockholder Entities”), in the Stockholder Entities’ capacity as stockholders of USG Corporation, a Delaware corporation (the “Company”). Parent, Merger Sub and the Stockholder are referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
CONFIDENTIALITY AGREEMENTConfidentiality Agreement • May 7th, 2018 • Gebr. Knauf Verwaltungsgesellschaft Kg • Concrete, gypsum & plaster products
You have expressed an interest in engaging in discussions with us regarding a possible transaction (the “Transaction”) involving USG Corporation, a Delaware corporation (the “Company”), and you or one or more of your affiliates. In connection with these discussions, the Company will furnish to you certain non-public confidential information concerning the Company, its affiliates and joint ventures, including the 50/50 joint ventures the Company and certain of its subsidiaries formed with Boral Limited (“Boral,” which term will, for the purposes of this letter agreement, include its subsidiaries), USG Boral Building Products Pte. Limited, a company organized under the laws of Singapore (“USG Boral Singapore”), and USG Boral Building Products Pty Limited, a company organized under the laws of Australia (“USG Boral Australia,” and, together with USG Boral Singapore, the “Joint Ventures”), pursuant to that certain Shareholders Agreement, dated as of February 28, 2014, by and among the Comp
AGREEMENT AND PLAN OF MERGER AMONG GEBR. KNAUF KG, WORLD CUP ACQUISITION CORPORATION AND USG CORPORATION DATED AS OF JUNE 10, 2018Agreement and Plan of Merger • June 11th, 2018 • Gebr. Knauf Verwaltungsgesellschaft Kg • Concrete, gypsum & plaster products • New York
This AGREEMENT AND PLAN OF MERGER dated as of June 10, 2018 (this “Agreement”) is made and entered into among Gebr. Knauf KG, a limited partnership (Kommanditgesellschaft) organized under the laws of Germany (“Parent”), World Cup Acquisition Corporation, a Delaware corporation and an indirect, wholly-owned subsidiary of Parent (“Merger Sub”), and USG Corporation, a Delaware corporation (the “Company”). Parent, Merger Sub and the Company are referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
