AGREEMENT AND PLAN OF MERGER dated as of June 24, 2018 among XERIUM TECHNOLOGIES, INC., ANDRITZ AG and XYZ MERGER SUB, INC.Merger Agreement • June 25th, 2018 • Xerium Technologies Inc • Broadwoven fabric mills, man made fiber & silk • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of June 24, 2018, among Xerium Technologies, Inc., a Delaware corporation (the “Company”), Andritz AG, a joint stock corporation organized under the laws of Austria with its seat at Graz, Austria (“Parent”), and XYZ Merger Sub, Inc., a Delaware corporation and an indirect wholly-owned subsidiary of Parent (“Merger Subsidiary”).
VOTING AGREEMENTVoting Agreement • June 25th, 2018 • Xerium Technologies Inc • Broadwoven fabric mills, man made fiber & silk • Delaware
This VOTING AGREEMENT (the “Agreement”), dated as of [ ], is made by and among each of the Persons set forth on Schedule A hereto (individually, a “Stockholder” and, collectively, the “Stockholders”), and Andritz AG, a joint stock corporation organized under the laws of Austria with its seat at Graz, Austria (“Parent”). Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
