VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • March 29th, 2006 • Morton Industrial Group Inc • Plastics products, nec • New York
This VOTING AND SUPPORT AGREEMENT (this “Agreement”), dated as of March 22, 2006, by and among MMC Precision Holdings Corp., a Delaware corporation (“Parent”), MMC Precision Merger Corp., a Georgia corporation (“Sub”), and William D. Morton, an individual (“Shareholder”).
March 22, 2006Morton Industrial Group Inc • March 29th, 2006 • Plastics products, nec
Reference is hereby made to that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of March 22, 2006, by and among Morton Industrial Group, Inc., a Georgia corporation (the “Company”), MMC Precision Holdings Corp., a Delaware corporation (“Parent”), and MMC Precision Merger Corp., a Georgia corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), providing, among other things, for the acquisition of the Company by Parent, such acquisition to be accomplished through a merger of Merger Sub with and into the Company (the “Merger”), with the Company continuing as the surviving corporation and as a wholly owned subsidiary of Parent. Reference is also hereby made to that certain Voting Agreement (as amended, modified or supplemented from time to time, the “Voting Agreement”), dated as of January 20, 1998, pursuant to which each of you (collectively, the “Other Shareholders”) granted to the undersigned an irrevocable proxy, and appointed the undersigned as you
CONTRIBUTION AGREEMENTContribution Agreement • March 29th, 2006 • Morton Industrial Group Inc • Plastics products, nec • New York
This CONTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of March 22, 2006, by and among MMC Precision Holdings Corp., a Delaware corporation (“Parent”), each individual listed on Schedule I hereto (each, a “Shareholder Party” and collectively, the “Shareholder Parties”), and, solely for the purposes of Section 10 hereof, Brazos Private Equity Partners, LLC (“Brazos”).
