CONFIDENTIALITY, NON-DISCLOSURE AND EXCLUSIVE NEGOTIATION AGREEMENTNon-Disclosure and Exclusive Negotiation Agreement • February 26th, 2010 • Foster L B Co • Wholesale-metals service centers & offices • Pennsylvania
This Agreement (the “Agreement”) is made as of December 10, 2009, between L. B. Foster Company, located at 415 Holiday Drive, Pittsburgh, Pennsylvania 15220 (“Buyer”), and Portec Rail Products, Inc., located at 900 Old Freeport Road, Pittsburgh, Pennsylvania 15238 (“Seller”).
OFFER TO PURCHASE FOR CASH ALL OUTSTANDING SHARES OF COMMON STOCK OF PORTEC RAIL PRODUCTS, INC. BY FOSTER THOMAS COMPANY A WHOLLY OWNED SUBSIDIARY OF L.B. FOSTER COMPANY AT $11.71 NET PER SHAREMerger Agreement • February 26th, 2010 • Foster L B Co • Wholesale-metals service centers & offices
