AGREEMENT AND PLAN OF MERGER by and among ILLINOIS TOOL WORKS INC., HEADLINER ACQUISITION CORPORATION and QUIPP, INC. Dated as of March 26, 2008Agreement and Plan of Merger • March 27th, 2008 • Quipp Inc • Special industry machinery, nec • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of March 26, 2008 by and among Illinois Tool Works Inc., a Delaware corporation (“Parent”), Headliner Acquisition Corporation, a Florida corporation and wholly owned subsidiary of Parent (“MergerCo”), and Quipp, Inc., a Florida corporation (the “Company”). Capitalized terms used but not otherwise defined herein shall have the meanings set forth in Appendix A attached hereto.
Support AgreementSupport Agreement • March 27th, 2008 • Quipp Inc • Special industry machinery, nec • Florida
This Support Agreement (this “Agreement”) is dated as of March 26, 2008, by and among Headliner Acquisition Corporation, a Florida corporation (“MergerCo”), Illinois Tool Works Inc., a Delaware corporation (“Parent”, and together with MergerCo, the “Purchaser Parties”), and the Persons executing this Agreement as “Shareholders” on the signature page hereto (each a “Shareholder” and collectively the “Shareholders”).
