0000950152-08-000117 Sample Contracts

AGREEMENT AND PLAN OF MERGER by and among GRACO INC., GRACO INDIANA INC., COHESANT TECHNOLOGIES INC., CIPAR INC. and GLASCRAFT INC. DATED AS OF DECEMBER 3, 2007

Merger Agreement • January 8th, 2008 • CIPAR Inc. • Delaware

• Contract Type
  Merger Agreement
• Filed
  January 8th, 2008
• Company
  CIPAR Inc.
• Jurisdiction
  Delaware

THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of the 3rd day of December, 2007 by and among GRACO INC., a Minnesota corporation (“Parent”), GRACO INDIANA INC., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), COHESANT TECHNOLOGIES, INC, a Delaware corporation (“Company”), GLASCRAFT INC., an Indiana corporation and a wholly owned subsidiary of Company (“Company Sub”) and CIPAR Inc., a Delaware corporation (“CIPAR”).

SEPARATION AGREEMENT by and between COHESANT TECHNOLOGIES INC. and CIPAR INC. Dated as of December 3, 2007

Separation Agreement • January 8th, 2008 • CIPAR Inc. • Delaware

• Contract Type
  Separation Agreement
• Filed
  January 8th, 2008
• Company
  CIPAR Inc.
• Jurisdiction
  Delaware

This SEPARATION AGREEMENT, dated as of December 3, 2007 (this “Agreement”), is entered into by and between Cohesant Technologies Inc., a Delaware corporation (“Cohesant”), and CIPAR Inc., a Delaware corporation and a wholly owned subsidiary of Cohesant (“Spinco” and, together with Cohesant, the “Parties” and each, a “Party”).

FORM OF TAX MATTERS AGREEMENT by and between COHESANT TECHNOLOGIES INC., on behalf of itself and the members of the Cohesant Group and CIPAR INC., on behalf of itself and the members of the CIPAR Group Dated as of

Tax Matters Agreement • January 8th, 2008 • CIPAR Inc. • Delaware

• Contract Type
  Tax Matters Agreement
• Filed
  January 8th, 2008
• Company
  CIPAR Inc.
• Jurisdiction
  Delaware

THIS TAX MATTERS AGREEMENT (this “Agreement”) is entered into as of , 200_ by and among Cohesant Technologies Inc., a Delaware corporation (“Cohesant”) on behalf of Cohesant and the other members of the Cohesant Group, and CIPAR Inc., a Delaware corporation (“CIPAR”) on behalf of CIPAR and the other members of the CIPAR Group; each a “Party” and collectively, the “Parties.”

FORM OF RECIPROCAL TRANSITION SERVICES AGREEMENT

Reciprocal Transition Services Agreement • January 8th, 2008 • CIPAR Inc. • Delaware

• Contract Type
  Reciprocal Transition Services Agreement
• Filed
  January 8th, 2008
• Company
  CIPAR Inc.
• Jurisdiction
  Delaware

THIS RECIPROCAL TRANSITION SERVICES AGREEMENT (this “Agreement”) is entered into as of , 200_, by and between COHESANT TECHNOLOGIES INC., a Delaware corporation (“Cohesant”), and CIPAR INC., a Delaware corporation (“CIPAR”).