0001193125-08-179037 Sample Contracts

AGREEMENT AND PLAN OF MERGER by and among ENTEGRIS, INC., ENTEGRIS ACQUISITION CO. LLC, POCO GRAPHITE, INC. and POCO GRAPHITE HOLDINGS, LLC dated as of JULY 13, 2008

Agreement and Plan of Merger • August 15th, 2008 • Entegris Inc • Plastics products, nec • New York

• Contract Type
  Agreement and Plan of Merger
• Filed
  August 15th, 2008
• Company
  Entegris Inc
• Industry
  Plastics products, nec
• Jurisdiction
  New York

THIS AGREEMENT AND PLAN OF MERGER (together with the Schedules referenced herein and attached hereto, the “Agreement”), dated as of July 13, 2008, is by and among Entegris, Inc., a Delaware corporation (“Parent”), Entegris Acquisition Co. LLC, a Delaware limited liability company (“Acquisition Sub”), Poco Graphite, Inc., a Delaware corporation (the “Company”) and Poco Graphite Holdings, LLC, a Delaware limited liability company (“Holdings”).

FIRST AMENDMENT TO MERGER AGREEMENT

Merger Agreement • August 15th, 2008 • Entegris Inc • Plastics products, nec • Delaware

• Contract Type
  Merger Agreement
• Filed
  August 15th, 2008
• Company
  Entegris Inc
• Industry
  Plastics products, nec
• Jurisdiction
  Delaware

This First Amendment (this “First Amendment”) is made as of August 11, 2008, to that certain Agreement and Plan of Merger, dated as of July 13, 2008, by and among Entegris, Inc., a Delaware corporation (“Parent”), Entegris Acquisition Co. LLC, a Delaware limited liability company (“Acquisition Sub”), Poco Graphite, Inc., a Delaware corporation (the “Company”) and Poco Graphite Holdings, LLC, a Delaware limited liability company (“Holdings”) (the “Merger Agreement”).