0001047469-04-000580 Sample Contracts

Schedule 13D Joint Filing Agreement
Gundle SLT Environmental Inc • January 9th, 2004 • Unsupported plastics film & sheet

In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties set forth below agree to jointly file the Schedule 13D to which this joint filing agreement is attached, and have duly executed this joint filing agreement as of the date set forth below.

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Plan and Agreement of Merger
Plan and Agreement • January 9th, 2004 • Gundle SLT Environmental Inc • Unsupported plastics film & sheet • Texas

PLAN AND AGREEMENT OF MERGER, dated as of December 31, 2003 ("Agreement"), by and among GEO Holdings Corp., a Delaware corporation ("Parent"), GEO Sub Corp., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Sub"), and Gundle/SLT Environmental, Inc., a Delaware corporation ("GSE"). GSE and Merger Sub are hereinafter collectively referred to as the "Merging Corporations."

VOTING AGREEMENT
Voting Agreement Voting Agreement • January 9th, 2004 • Gundle SLT Environmental Inc • Unsupported plastics film & sheet • Delaware

THIS VOTING AGREEMENT (this "Agreement"), dated as of December 31, 2003, is made by and between Wembley Ltd. (the "Stockholder") and GEO Holdings Corp., a Delaware corporation (the "Parent").

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