AGREEMENT AND PLAN OF MERGER Among GERDAU S.A. (as “Parent”), GERDAU DELAWARE, INC. (as “Merger Sub”) and QUANEX CORPORATION (as the “Company”) Dated November 18, 2007Quanex Corp • November 20th, 2007 • Rolling drawing & extruding of nonferrous metals • Delaware
This Agreement and Plan of Merger (this “Agreement”) is dated as of November 18, 2007 by and among Gerdau S.A., a corporation organized under the laws of the Federative Republic of Brazil (“Parent”), Gerdau Delaware, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and Quanex Corporation, a Delaware corporation (the “Company”). Merger Sub and the Company are sometimes hereinafter collectively referred to as the “Constituent Entities”.
FORM OF WAIVER AND RELEASE AGREEMENTForm of Waiver and Release Agreement • November 20th, 2007 • Quanex Corp • Rolling drawing & extruding of nonferrous metals • Texas
This WAIVER AND RELEASE AGREEMENT (the “Agreement”), dated as of November ___, 2007 (the “Execution Date”), is by and between Quanex Corporation (“Quanex”) and (the “Executive”) to provide as follows:
