MERGER AGREEMENTEscrow Agreement • December 14th, 2004 • Quanex Corp • Rolling drawing & extruding of nonferrous metals • Delaware
THIS MERGER AGREEMENT (this "Agreement") is made effective as of December 9, 2004 ("Date of Agreement"), by and among QUANEX CORPORATION, a Delaware corporation ("Buyer"), QUANEX FOUR, INC., a Delaware corporation and wholly owned subsidiary of Buyer ("Sub"), MIKRON INDUSTRIES, INC., a Washington corporation (the "Company"), and Jeffrey S. Sandwith, Susan Sandwith Crader, David A. Sandwith, Mark A. Sandwith, The W. Ronald Sandwith Special Purpose Revocable Trust pursuant to Indenture of Trust dated February 21, 2003, Jeffrey Sandwith, trustee, The Perpetual Asset Shield Trust FBO Jeffrey S. Sandwith pursuant to Indenture of Trust dated August 31, 2004, Jeffrey S. Sandwith, family trustee, The Perpetual Asset Shield Trust FBO Mark A. Sandwith pursuant to Indenture of Trust dated August 31, 2004, Mark A. Sandwith, family trustee, The Perpetual Asset Shield Trust FBO David A. Sandwith pursuant to Indenture of Trust dated August 31, 2004, David A. Sandwith, family trustee, and The Perpetua
