AGREEMENT AND PLAN OF MERGER BY AND AMONG SOLUTIA INC. BACKBONE ACQUISITION SUB, INC. AND SOUTHWALL TECHNOLOGIES INC. Dated as of October 6, 2011Merger Agreement • October 11th, 2011 • Solutia Inc • Chemicals & allied products • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of October 6, 2011, is entered into by and among Solutia Inc., a Delaware corporation (“Parent”), Backbone Acquisition Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and Southwall Technologies Inc., a Delaware corporation (the “Company”). Each of Parent, Merger Sub and the Company are referred to herein as a “Party” and together as the “Parties”. Capitalized terms used and not otherwise defined herein have the meanings set forth in Article I.
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • October 11th, 2011 • Solutia Inc • Chemicals & allied products • Delaware
This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of October 6, 2011, is entered into by and among SOLUTIA INC., a Delaware corporation (“Parent”), BACKBONE ACQUISITION SUB, INC., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), SOUTHWALL TECHNOLOGIES INC., a Delaware corporation (the “Company”), and each of the stockholders of the Company set forth on Schedule A hereto (each, a “Stockholder” and collectively, the “Stockholders”).
