AGREEMENT AND PLAN OF MERGER among HEXION SPECIALTY CHEMICALS, INC., NIMBUS MERGER SUB INC. and HUNTSMAN CORPORATION Dated as of July 12, 2007Merger Agreement • July 17th, 2007 • Hexion Specialty Chemicals, Inc. • Plastic materials, synth resins & nonvulcan elastomers • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of July 12, 2007 (this “Agreement”), among Hexion Specialty Chemicals, Inc., a New Jersey corporation (“Parent”), Nimbus Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and Huntsman Corporation, a Delaware corporation (the “Company”).
ContractVoting Agreement • July 17th, 2007 • Hexion Specialty Chemicals, Inc. • Plastic materials, synth resins & nonvulcan elastomers • Delaware
THIS VOTING AGREEMENT, dated as of July 12, 2007 (this “Agreement”) by and among Hexion Specialty Chemicals, Inc., a New Jersey corporation (“Parent”), the Jon and Karen Huntsman Foundation, a Utah nonprofit corporation (the “Foundation”), Fidelity Charitable Gift Fund (“CGF” and together with the Foundation, the “Stockholders” collectively, and each a “Stockholder” individually), and Jon M. Huntsman (the “Voting Agent”).
ContractVoting Agreement • July 17th, 2007 • Hexion Specialty Chemicals, Inc. • Plastic materials, synth resins & nonvulcan elastomers • Delaware
THIS VOTING AGREEMENT, dated as of July 12, 2007 (this “Agreement”) by and among Hexion Specialty Chemicals, Inc., a New Jersey corporation (“Parent”), and MatlinPatterson Global Opportunities Partners L.P., MatlinPatterson Global Opportunities Partners (Bermuda) L.P. and MatlinPatterson Global Opportunities Partners B, L.P. (collectively, “Stockholder”).
