Fill and Sign the This Agreement and Plan of Merger This Quotagreementquot Dated as of May Form

§5.109 PROXY STATEMENTS: STRATEGY & FORMS 5-230© 1988 Jefren Publishing Company, Inc. ANNEX A AGREEMENT AND PLAN OF MERGER This AGREEMENT AND PLAN OF MERGER (this "Agreement") dated as of May ___; 1994 is entered into by and among (i) Filtertek, Inc., Delaware corporation ("Filterte k"), (ii) Filtertek de Puerto Rico., a Delaware corporation ("Filtertek PR"), and (iii) Fil tertek USA, Inc., a Delaware corporation ("Filtertek USA"), a wholly owned subsidiary of Filtertek PR. W I T N E S S E T H: WHEREAS, Filtertek is a corporation duly organized and existing under the laws of the State of Delaware, having as of the date of this Agreement an authorized capi talization of 30,000,000 shares of Common Stock, $.167 par value per share ("Filtertek Common Stock"), of which ______________ shares have been issued and are outstanding on the date hereof; WHEREAS, Filtertek PR is a corporation duly organized and existing under the laws of the State of Delaware, having as of the date of this Agreement an authorized ca pitalization of ______ shares of Class A Common Stock, $0.008 par value per share ("Filtertek PR Class A Common Stock") and ______ shares of Class B Common Stock, $.05 per value per share ("Filtertek PR Class B Common Stock") of ______ which shares of Filtertek PR Class A Common Stock and ______ shares of Filtertek PR Class B Common Stock are outstanding, of which ________________ shares have been issued and are outstanding on the date hereof; WHEREAS, Filtertek USA is a corporation duly organized and existing under the laws of the State of Delaware, having as of the date of this Agreement an authorized capitalization of 10,000 shares of common stock, $.167 par value per share ("Filtertek USA Common Stock"), of which 1,000 shares have been issued and are outstanding on the date hereof; and WHEREAS, the respective Boards of Directors of Filtertek, Filtertek USA and Filtertek PR have adopted resolutions approving the execution and delivery of this Agreement and the transactions contemplated hereby and have deemed that it is desirable and in the best interests of the said corporations and the holders of the common stock of said corporations that Filtertek USA (sometimes hereinafter referred to as the "Terminati ng Corporation") be merged with and into Filtertek (together with Filtertek USA sometim es collectively referred to herein as the "Constituent Corporations") upon the terms and conditions set forth herein and pursuant to the laws of the State of Delaware. PAIRING§5.109 September 1995 5-231 NOW, THEREFORE, in consideration of the premises and the mutual covenants and provisions hereinafter set forth, the parties do hereby covenant and agree as follows: ARTICLE I THE MERGER 1.1 Merger. At the Effective Time (as defined in paragraph 1.2 below), Filtertek USA shall be merged with and into Filtertek on the terms and conditions hereinafter se t forth (the "Merger"), and Filtertek shall then be the surviving corporation (sometimes hereinafte r referred to herein as the "Surviving Corporation"). At and after the Effective Time, the separate existence of Filtertek USA shall cease and the existence of Filtertek shall continue unaffected and unimpaired by the Merger, and the Surviving Corporation shall have all of the rights, privileges, immunities and powers, and be subject to all of the duties and l iabilities of a corporation organized under the General Corporation Law of the State of Delaware (the "Delaware General Corporation Law"). The Merger shall have the further effects provided under the Delaware General Corporation Law. At the Effective Time, the name of the Surviving Corporation shall be changed to Filtertek USA, Inc. 1.2 Effective Time of Merger. The Merger shall be effective as of the close of business on May 31, 1994 (the "Effective Time"), on the terms and conditions hereinafter set forth and in accordance with the laws of the State of Delaware. ARTICLE II THE SURVIVING CORPORATION 2.1 Certificate of Incorporation. The Certificate of Incorporation of Filtertek, as in effect immediately prior to the Effective Time, shall continue to be the Certificate of Incorporation of the Surviving Corporation following the Effective Time until the same shal l be amended in the manner provided by law except as provided below: (i) Article I of the Certificate of Incorporation of Filtertek shall be amended to change the name of said Corporation to Filtertek USA, Inc.; and (ii) Article III of the Certificate of Incorporation of Filtertek shall be amended to reduce the authorized shares of Filtertek Common Stock to 10,000 shares of common stock, $.167 par value. 2.2 By-laws. The By-laws of Filtertek, as in effect immediately prior to the Effective Time, shall be the By-laws of the Surviving Corporation following the Effective Time until the same shall be altered, amended or repealed in accordance wi th the provisions thereof. 2.3 Directors and Officers. The directors and officers of Filtertek immediately §5.109 PROXY STATEMENTS: STRATEGY & FORMS 5-232© 1988 Jefren Publishing Company, Inc. prior to the Effective Time shall be and remain the directors and officers of the Surviving Corporation following the Effective Time until their respective successors are elect ed or appointed and qualified. ARTICLE III CONVERSION AND CANCELLATION OF SHARES 3.1 Conversion and Cancellation of Shares. At the Effective Time, each of the following events shall be deemed to have occurred simultaneously: (a) Each share of Filtertek Common Stock then issued and outstanding which is paired with a share of Filtertek PR Class A Common Stock issued and outstanding, shall by virtue of the Merger and without any action on the pan of the holders thereof, be converte d into one thousandth of one (1/1000) share of Filtertek PR Class A Common Stock. (b) Each share of Filtertek Common Stock then issued and outstanding which is not paired with a share of Filtertek PR Class A Common Stock then issued and outstandi ng shall be cancelled and retired. (c) Each share of Filtertek USA Common Stock then issued and outstanding shall, by virtue of the Merger and without any action on the part of the holder thereof, be cancelled and retired. 3.2 No Dissenters' Rights. Pursuant to the terms of Section 262 of the Delaware Corporation Law, no shareholder of Filtertek, Filtertek USA or Filtertek USA shall have a ny right to receive any payment or consideration as a result of thc Merger other than that provided in Section 3.1 hereof. 3.3 Effect on Certificates. After the Effective Time, each certificate representing the issued and outstandi ng paired shares of Filtertek Common Stock and Filtertek PR Class A Common Stock (the "Paired Shares") shall, without any action on the part of the holder thereof, be deemed to represent an equivalent number of issued and outstanding shares of Filtertek PR Class A Common Stock. Each holder of a certificate theretofore representing the issued and outstanding shares of Paired Shares shall be entitled to surrender the same to Filterte k PR or its duly appointed transfer agent, and thereupon receive a certificate or certific ates representing shares of Filtertek PR Class A Common Stock. Until such surrender and exchange, the holder of each certificate theretofore representing the issued and outsta nding shares of Paired Shares shall have and be entitled to exercise any voting and other right s with respect to and to receive any dividend and other distributions upon the shares of Filtertek PR Class A Common Stock evidenced by such outstanding certificate as above provided. 3.4 Stock Transfer Books. The Terminating Corporation shall not make any transfers on its stock transfer books after the Effective Time. PAIRING§5.109 September 1995 5-233 ARTICLE IV CERTAIN AGREEMENTS 4.1 Stock Option Plans. At the Effective Time, Filtertek PR shall assume Filtertek's obligations under The Fikertek Companies 1988 Equity Option Plan and The Filtertek Companies 1991 Outside Directors' Formula Stock Option Plan (collectively, the "Stock Option Plans"), with amendments thereto as deemed appropriate by the Directors of Filtertek PR, including all obligations associated with any valid options to purchase shares of Filtertek PR Class A Common Stock ("Options") under the Stock Option Plans. Thereafter, each such Option shall be a valid and enforceable option to purchase such number of share s of Filtertek PR Class A Common Stock (instead of Paired Shares) which is equal to t he product of the number of Paired Shares subject to such Option immediately prior to the Effective Time multiplied by 1.001, at a purchase price per share of Filtertek PR C lass A Common Stock equal to the product of the purchase price payable under such Option for the shares subject thereto immediately prior to the Effective Time divided by 1.001. Exce pt as set forth above, each such Option shall be on the same terms and conditions and have the same provisions which are contained therein immediately prior to the Effecti ve Time. The total number of shares of Filtertek PR Class A Common Stock which may be issued and sold under each such assumed Stock Option Plan shall be equal to the product of the total numbe r of Paired Shares issuable under the terms of such Stock Option Plan immediately prior to the Effective Time multiplied by 1.001 less the number of Paired Shares with respect to whi ch Options have been exercised under such Stock Option Plan as of the Effective Time. 4.2 Other Employee Benefit Plans and Agreements. Filtertek PR shall take or cause to be taken all actions necessary to cause Filtertek PR to assume (or become a participating employer in) the existing employee benefit plans and agreements of Filtertek PR and/or Filtertek, with or without amendments, or to adopt comparable plans, to the extent deemed appropriate by Filtertek PR and permitted by applicable law. ARTICLE V AMENDMENT, DEFERRAL AND ABANDONMENT 5.1 Amendment. To the fullest extent permitted by the Delaware General Corporation Law, the parties hereto, by mutual consent of their respective Boards of Directors, may amend, modify or supplement this Agreement in writing at any time prior to or subsequent to adoption and approval of this Agreement by the holder or holders of the common stock of the Constituent Corporations and prior to the Effective Time; provided, however, that no such amendment, modification or supplement shall affect the rights of the respective holder or holders of the common stock of the parties hereto in a manner which is materially adverse to such holder or holders in the judgment of the respective Boards of Directors of the parties hereto. 5.2 Deferral. Notwithstanding adoption and approval of this Agreement by the holders of the common stock (holders of Filtertek PR Class A Common Stock, in respect to §5.109 PROXY STATEMENTS: STRATEGY & FORMS 5-234© 1988 Jefren Publishing Company, Inc. Filtertek PR) of the Constituent Corporations, consummation of the transactions provided for herein may he deferred by the Boards of Directors of such Constituent Corporations at any time prior to the Effective Time, if such Boards of Directors determine that defe rral would be in the best interests of the Constituent Corporations and the holders of their common st ock (holders of Filtertek PR Class A Common Stock, in respect to Filtertek PR). 5.3 Abandonment. Notwithstanding adoption and approval of this Agreement by the holders of the common stock (holders of Filtertek PR Class A Common Stock, in respect to Filtertek PR) of the Constituent Corporations, this Agreement may be terminated, a nd the Merger and other transactions provided for herein may be abandoned, by the Boards of Directors of the Constituent Corporations at any time prior to the Effective Time , if any such Board of Directors determines that such abandonment would be in the best interests of its respective Constituent Corporation and the holders of its common stock (holders of Filtertek PR Class A Common Stock, in respect to Filtertek PR). In such event, this Agreeme nt shall forthwith be wholly void and of no effect and there shall be no liability with respect to this Agreement on the part of any party hereto or any of their respective directors, officers, employees or stockholders. ARTICLE VI MISCELLANEOUS 6.1 Notices. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given (i ) on the date given if delivered personally or by facsimile, or (ii) on the date received if mailed by certified mail (return receipt requested): If to Filtertek: Filtertek, Inc. P.O. Box 310 Price Road Hebron, Illinois 60034-0310 Attention: Stephen Soltwedel Telecopier No.: (815) 648-2017 With a required copy to: Filtertek, Inc. c/o Schawk, Inc. 1695 North River Road Des Plaines, Illinois 60018 Attention: A. Alex Sarkisian Telecopier No.: (708) 827-1264 If to Filtertek PR or Filtertek USA: PAIRING§5.109 September 1995 5-235 Filtertek de Puerto Rico, Inc. Filtertek USA, Inc. c/o Schawk, Inc. 1695 North River Road Des Plaines, Illinois 60018 Attention: Marie Meisenbach Graul Telecopier No.: (708) 827-1264 With a required copy to: Filtertek de Puerto Rico, Inc. Filtertek USA, Inc. c/o Schawk, Inc. 1695 North River Road Des Plaines, Illinois 60018 Attention: A. Alex Sarkisian Telecopier No.: (708) 827-1264 6.2 Further Assurances. If at any time or from time to time the Surviving Corporation shall determine or be advised that any further assignment or assurance in law i s necessary or desirable to vest in the Surviving Corporation, or perfect its title to, a ny property or rights of any of the Terminating Corporation, the proper officers and directors of the Terminating Corporation shall execute, make and deliver, without further consideration, all such proper assignments and assurances in law and do all other things necessary or desirable to vest or perfect title to such property or rights in the Surviving Corporation, and otherwise to carry out the purposes of this Agreement; and the proper officers and directors of the Surviving Corporation are fully authorized in the name of and on behalf of the Terminating Corporation, or otherwise, to take any and all such action. 6.3 Counterparts. This Agreement may be executed simultaneously in one or more counterparts each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 6.4 Headings. The headings of articles and sections herein are for convenience of reference only, do not constitute a part of this Agreement, and shall not be deemed to limit or affect any of the provisions hereof.6.5 Complete Agreement. This Agreement contains the complete agreement among the parties hereto with respect to the Merger and supersedes all prior agreem ents and understandings with respect to the Merger. 6.6 Binding Effects; Benefits. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns; provided, however, that nothing in this Agreement, expressed or implied, is intended to confer on any person other than the parties hereto or their respective successors and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement. * * * * * IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be §5.109 PROXY STATEMENTS: STRATEGY & FORMS 5-236© 1988 Jefren Publishing Company, Inc. executed on its behalf and attested to by its respective officers thereunto duly authori zed, all as of the day and year first above written. FILTERTEK, INC., a Delaware Corporation By :__________________________________________ Name:________________________________________ Title:_________________________________________ FILTERTEK DE PUERTO RICO, INC., a Delaware Corporation By :__________________________________________ Name:________________________________________ Title:_________________________________________ FILTERTEK USA, INC., a Delaware Corporation By :__________________________________________ Name:________________________________________ Title:_________________________________________