AGREEMENT AND PLAN OF MERGER by and among ZINK ACQUISITION HOLDINGS INC., ZINK ACQUISITION MERGER SUB INC. and MATERIAL SCIENCES CORPORATION Dated as of January 8, 2014Agreement and Plan of Merger • January 9th, 2014 • Material Sciences Corp • Coating, engraving & allied services • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of January 8, 2014 by and among Zink Acquisition Holdings Inc., a Delaware corporation (“Parent”), Zink Acquisition Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and Material Sciences Corporation, a Delaware corporation (the “Company”).
VOTING AGREEMENT AND IRREVOCABLE PROXYVoting Agreement and Irrevocable Proxy • January 9th, 2014 • Material Sciences Corp • Coating, engraving & allied services
VOTING AGREEMENT (this “Agreement”), dated as of January 8, 2014, by and between Zink Acquisition Holdings Inc., a Delaware corporation (“Parent”), Privet Fund LP, a Delaware limited partnership (“Fund”), and Privet Fund Management LLC, a Delaware limited liability company (“Manager”, and with Fund, each a “Shareholder” and, collectively, the “Shareholders”). Capitalized terms used but not defined in this Agreement have the meanings ascribed thereto in the Merger Agreement (as defined below).
