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, 2014Merger Agreement • 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 • 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).
