0001104659-04-030506 Sample Contracts

AGREEMENT AND PLAN OF MERGER
Merger Agreement • October 15th, 2004 • Dupont Photomasks Inc • Special industry machinery, nec • Delaware

This AGREEMENT AND PLAN OF MERGER, dated as of October 5, 2004 (this “Agreement”), is made and entered into by and among Toppan Printing Co., Ltd., a Japanese corporation (“Parent”), Toppan Corporation, a Delaware corporation and a direct, wholly owned Subsidiary of Parent (“Merger Sub”), and DuPont Photomasks, Inc., a Delaware corporation (the “Company”). Capitalized terms used herein that are not otherwise defined have the meanings assigned to them in Section 8.12.

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