AGREEMENT AND PLAN OF MERGER Dated as of January 17, 2006 Among RELIANCE STEEL & ALUMINUM CO., RSAC ACQUISITION CORP. And EARLE M. JORGENSEN COMPANYMerger Agreement • January 19th, 2006 • Jorgensen Earle M Co /De/ • Wholesale-metals service centers & offices • Delaware
This AGREEMENT AND PLAN OF MERGER is dated as of January 17, 2006, by and among Reliance Steel & Aluminum Co., a California corporation (“Parent”), RSAC Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Sub”), and Earle M. Jorgensen Company, a Delaware corporation (the “Company”). Capitalized terms used herein without definition shall have the meanings assigned thereto in Section 1.01.
VOTING AGREEMENTVoting Agreement • January 19th, 2006 • Jorgensen Earle M Co /De/ • Wholesale-metals service centers & offices • Delaware
VOTING AGREEMENT, dated as of January 17, 2006 (this “Agreement”), among Reliance Steel & Aluminum Co., a California corporation (“Buyer”), and each of the stockholders of Earle M. Jorgensen Company, a Delaware corporation (the “Company”), whose names appear on the signature pages of this Agreement (each, a “Stockholder” and, collectively, the “Stockholders”) (the Company and the Stockholders are collectively referred to hereafter each as a “Party” and collectively as the “Parties”). Capitalized terms used but not otherwise defined herein shall have the respective meanings attributed to them in the Merger Agreement (as defined below).
