Common use of Offer    Recitals Clause in Contracts

Offer    Recitals. Offer Consideration 1.1(a) Offer to Purchase 1.1(c) Offer Documents 1.1(c) Ordinary Course of Business 4.5 Outside Date 9.1(b) Parent Preamble Paying Agent 3.2(a) Permit 4.3(b) Person 1.2(e) Post-Signing Returns 6.3(a) Principal Stockholders Recitals Proceedings 4.9 Purchaser Preamble Purchaser Designees 1.3(a) Purchaser Option 7.2(a) Purchaser Option Shares 7.2(a) Release 4.10(b) Representatives 6.2(a) Run-off D&O Insurance 7.7(a) Sxxxxxxx-Xxxxx Act 4.4(a) Schedule TO 1.1(c) Schedule 14D-9 1.2(a) SEC 1.1(b) Securities Act 1.3(a) Software 4.13(a) Specified Time 6.2(a) Stockholder Agreements Recitals Subsidiary 10.8 Superior Proposal 6.2(f) Suspension Date 3.3(d) Surviving Corporation 2.1 Taxes 4.11(a) Tax Returns 4.11(a) Termination Fee 9.3(c) Third Party Intellectual Property 4.13(a) Undesignated Stock 4.2(a) Withdrawal of Recommendation 6.2(b) EXECUTION COPY AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of April 25, 2005, is by and among NORTEL NETWORKS INC., a Delaware corporation (the “Parent”), PS MERGER SUB, INC., a Delaware corporation and a wholly owned subsidiary of Parent (the “Purchaser”), and PEC SOLUTIONS, INC., a Delaware corporation (the “Company”).

Offer    Recitals. Offer Consideration 1.1(a) Offer to Purchase 1.1(cConditions 1.1(a)(i) Offer Documents 1.1(c1.1(b) Ordinary Course of Business 4.5 Offer Price Recitals Open Source 4.10 Option 3.2(a) Option Plans 4.2(b) Outside Date 9.1(b9.3(a) Owned Real Property 4.9(a) Parent Preamble Parent Termination Fee 9.5(b) Table of Contents Defined Term Section Parent’s 401(k) Plan 7.9 Paying Agent 3.2(a3.4(a) Permit 4.3(bPension Plan 4.18(a) Permitted Liens 4.9(c) Person 1.2(e10.3(f) Post-Signing Returns 6.3(aProxy Statement 7.1(a) Principal Stockholders Recitals Proceedings 4.9 Purchase Time 1.5(a) Purchaser Preamble Purchaser Designees 1.3(aMaterial Adverse Effect 10.3(e) Purchaser Option 7.2(aRestricted Stock 3.2(a) Purchaser Option Shares 7.2(a) Release 4.10(b) Representatives 6.2(a) Run-off D&O Insurance 7.7(a) Sxxxxxxx-Xxxxx Act 4.4(aSchedule 14D-9 1.2(b) Schedule TO 1.1(c) Schedule 14D-9 1.2(a1.1(b) SEC 1.1(b1.1(a)(iii) Securities Act 1.3(a1.5(c) Software 4.13(aShares Recitals Shrink-Wrapped Code 4.10 Source Code 4.10 Special Meeting 2.6 Subsidiary 4.1(a) Specified Time 6.2(aSubsidiary Organizational Documents 4.1(b) Stockholder Agreements Recitals Subsidiary 10.8 Superior Proposal 6.2(f) Suspension Date 3.3(dOffer 7.3(g)(ii) Surviving Corporation 2.1 Taxes 4.11(aTax 4.8(a) Tax Authority 4.8(a) Tax Returns 4.11(a4.8(a) Taxes 4.8(a) Tender and Support Agreement Recitals Termination Fee 9.3(cAgreement 4.27 Top-Up Option 1.5(a) Third Party Intellectual Property 4.13(aTop-Up Shares 1.5(a) Undesignated Stock 4.2(aTrade Secrets 4.10 Treasury Regulation 4.8(b)(vii) Withdrawal Voting Debt 4.2(c) WARN 4.18(a) Table of Recommendation 6.2(b) EXECUTION COPY Contents AGREEMENT AND PLAN OF MERGER THIS This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated ) is made and entered into as of April 25July 9, 20052008, is by and among NORTEL NETWORKS INC.GSI Group Inc., a Delaware New Brunswick corporation (the “Parent”), PS MERGER SUB, INC.Eagle Acquisition Corporation, a Delaware corporation and a indirect wholly owned subsidiary of Parent (the “Purchaser”), and PEC SOLUTIONSExcel Technology, INC.Inc., a Delaware corporation (the “Company”).

Offer    Recitals. Offer Consideration 1.1(a) Offer to Purchase Documents 1.1(c) Offer Documents 1.1(c) to Purchase ARTICLE I One Step Merger 6.12 Ordinary Course of Business 4.5 3.7 Outside Date 9.1(b8.1(b) Parent Preamble Paying Agent 3.2(a) Permit 4.3(b2.2(a) Person 1.2(e2.2(b) Post-Signing Returns 6.3(aPrivate Programs 3.21(c) Principal Stockholders Recitals Proceedings 4.9 Purchaser Preamble Purchaser Designees 1.3(aProxy Statement 3.5(c) Purchaser Option 7.2(aQualifying Transaction 8.3(b) Purchaser Option Shares 7.2(aRecommendation 1.1(f)(i)(3) Release 4.10(bReporting Tail Endorsement 6.6(c) Representatives 6.2(a6.1(a) Run-off D&O Insurance 7.7(aRequired Company Stockholder Vote 3.4(d) SxxxxxxxXxxxxxxx-Xxxxx Act 4.4(a3.5(a)(i) Schedule 14D-9 1.1(f)(ii) Schedule TO 1.1(c) Schedule 14D-9 1.2(aSEC 1.1(b)(ii) SEC 1.1(bSecond Request 6.4(b)(i) Securities Act 1.3(a3.2(c) Software 4.13(aShares RECITALS Significant Required Governmental Approval ANNEX I(2) Specified Time 6.2(a6.1(a) Stockholder Agreements Recitals Subsidiary 10.8 3.3(a) Superior Proposal 6.2(f6.1(f) Suspension Date 3.3(dSupport Agreements RECITALS Surviving Corporation 1.2(a) Surviving Corporation 2.1 Taxes 4.11(aStock 2.1(a) Takeover Laws 1.1(f)(i)(5) Tax 3.8(a)(y) Tax Returns 4.11(a3.8(a)(z) Taxes 3.8(a)(y) Termination Fee 9.3(c8.3(b) Third Territorial Rights 3.25(c) Third-Party Intellectual Property 4.13(a3.10(b) Undesignated Stock 4.2(a) Withdrawal of Recommendation 6.2(b) EXECUTION COPY Transaction Alteration Notice 6.12 UBS 3.19 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER This Agreement and Plan of Merger (this “Agreement”), ) is dated as of April 25July 2, 20052007, is by and among NORTEL NETWORKS INC.Walgreen Co., a Delaware an Illinois corporation (the “ParentBuyer”), PS MERGER SUB, INC.Bison Acquisition Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent the Buyer (the “PurchaserAcquisition Sub”), and PEC SOLUTIONSOption Care, INC.Inc., a Delaware corporation (the “Company”).