AGREEMENT AND PLAN OF MERGER among MDI HOLDINGS, LLC, MATRIX ACQUISITION CORP. and MACDERMID, INCORPORATED Dated as of December 15, 2006Agreement and Plan of Merger • December 19th, 2006 • Leever Daniel H • Miscellaneous chemical products • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of December 15, 2006 (this “Agreement”), among MDI HOLDINGS, LLC, a Delaware limited liability company (“Parent”), MATRIX ACQUISITION CORP., a Connecticut corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and MACDERMID, INCORPORATED, a Connecticut corporation (the “Company”).
Limited Guarantee December 15, 2006Leever Daniel H • December 19th, 2006 • Miscellaneous chemical products • Delaware
This Limited Guarantee is being delivered by Weston Presidio V, L.P. (the “Limited Guarantee”) to MacDermid, Incorporated, a Connecticut corporation (the “Company”), in connection with the execution of that Agreement and Plan of Merger, dated as of the date hereof (as it may be amended from time to time, the “Merger Agreement”), between Matrix Acquisition Corporation, a Connecticut corporation (“Merger Sub”), MDI Holdings LLC, a Delaware limited liability company (“Parent”), and the Company, pursuant to which Merger Sub will merge into the Company. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Merger Agreement.
Daniel H. Leever c/o MacDermid, Incorporated 1401 Blake Street Denver, Colorado 80202Leever Daniel H • December 19th, 2006 • Miscellaneous chemical products • Delaware
Reference is made to the Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), by and among MDI Holdings, LLC, a Delaware limited liability company (“Parent”), Matrix Acquisition Corp., a Connecticut corporation (“Merger Sub”) and MacDermid, Incorporated, a Connecticut corporation (the “Company”), and pursuant to which Merger Sub, or its permitted assignees, will be merged with and into the Company (the “Merger”). Capitalized terms used but not defined herein have the meanings ascribed to them in the Merger Agreement. This letter is being delivered to the addressees in connection with the execution of the Merger Agreement by Parent, Merger Sub and the Company.
VOTING AGREEMENTVoting Agreement • December 19th, 2006 • Leever Daniel H • Miscellaneous chemical products • Connecticut
THIS VOTING AGREEMENT (this “Agreement”) is dated as of December 15, 2006, by and between MDI Holdings, LLC, a Delaware limited liability company (“Parent”), and Daniel H. Leever (“Shareholder”).
Court Square Capital Partners, L.P. 399 Park Avenue, 14th Floor New York, New York 10043Leever Daniel H • December 19th, 2006 • Miscellaneous chemical products • Delaware
Reference is made to the Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), by and among MDI Holdings, LLC, a Delaware limited liability company (“Parent”), Matrix Acquisition Corp., a Connecticut corporation (“Merger Sub”) and MacDermid, Incorporated, a Connecticut corporation (the “Company”), and pursuant to which Merger Sub, or its permitted assignees, will be merged with and into the Company (the “Merger”). Capitalized terms used but not defined herein have the meanings ascribed to them in the Merger Agreement. This letter is being delivered to the addressees in connection with the execution of the Merger Agreement by Parent, Merger Sub and the Company.
Weston Presidio V, L.P. Pier 1, Bay 2 San Francisco, California 94111Leever Daniel H • December 19th, 2006 • Miscellaneous chemical products • Delaware
Reference is made to the Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), by and among MDI Holdings, LLC, a Delaware limited liability company (“Parent”), Matrix Acquisition Corp., a Connecticut corporation (“Merger Sub”) and MacDermid, Incorporated, a Connecticut corporation (the “Company”), and pursuant to which Merger Sub, or its permitted assignees, will be merged with and into the Company (the “Merger”). Capitalized terms used but not defined herein have the meanings ascribed to them in the Merger Agreement. This letter is being delivered to the addressees in connection with the execution of the Merger Agreement by Parent, Merger Sub and the Company.
