AGREEMENT AND PLAN OF MERGER By and among Eastman Chemical Company, Stella Merger Corp. and Taminco Corporation Dated as of September 11, 2014Merger Agreement • September 17th, 2014 • Eastman Chemical Co • Plastic materials, synth resins & nonvulcan elastomers • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of September 11, 2014 (the “Agreement”), by and among Eastman Chemical Company, a Delaware corporation (“Parent”), Stella Merger Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and Taminco Corporation, a Delaware corporation (“Company”). Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 8.19.
SUPPORT AGREEMENTSupport Agreement • September 17th, 2014 • Eastman Chemical Co • Plastic materials, synth resins & nonvulcan elastomers • Delaware
This SUPPORT AGREEMENT (this “Agreement”), dated as of September 11, 2014, is entered into by and among the undersigned stockholders (each a “Principal Shareholder” and collectively, the “Principal Shareholders”) of Taminco Corporation, a Delaware corporation (the “Company”), Eastman Chemical Company, a Delaware corporation (“Parent”), and Stella Merger Corp., a Delaware corporation and Subsidiary of Parent (“Merger Sub”). The Principal Stockholders, Parent and Merger Sub are sometimes referred to individually as a “Party” and collectively as the “Parties.”
