Joint Filing AgreementJoint Filing Agreement • June 28th, 2013 • NRC Us Holding Company, LLC • Hazardous waste management
This will confirm the agreement by and among the undersigned that the Statement on Schedule 13D (the “Statement”) filed on or about this date with respect to the beneficial ownership by the undersigned of shares of common stock, par value $0.01 per share, of OP-TECH Environmental Services, Inc., a Delaware corporation, is being filed on behalf of the undersigned.
QuickLinks -- Click here to rapidly navigate through this documentNRC Us Holding Company, LLC • June 28th, 2013 • Hazardous waste management • New York
In connection with J.F. Lehman & Company's ("you", "your", or "JFL") consideration of a possible acquisition, investment or loan transaction ("Transaction") involving OP-TECH Environmental Services, Inc. (the "Company"), the Company and you (and each a "Party" and together the "Parties") have agreed to exchange certain confidential and other information concerning the Company and possible Transaction.
OFFER TO PURCHASE FOR CASH All Outstanding Shares of Common Stock of OP-TECH ENVIRONMENTAL SERVICES, INC. at $0.116 NET PER SHARE by NRC MERGER SUB, INC. a wholly-owned subsidiary of NRC US HOLDING COMPANY, LLC THE OFFER AND WITHDRAWAL RIGHTS WILL...NRC Us Holding Company, LLC • June 28th, 2013 • Hazardous waste management
NRC Merger Sub, Inc., a Delaware corporation ("Purchaser") and a wholly-owned subsidiary of NRC US Holding Company, LLC, a Delaware limited liability company ("NRC"), is offering to purchase for cash all outstanding shares of common stock, par value $0.01 per share (the "Shares"), of OP-TECH Environmental Services, Inc., a Delaware corporation ("Op-Tech"), at a price of $0.116 per Share, net to the seller in cash (the "Offer Price"), without interest thereon and subject to reduction for any applicable withholding taxes, upon the terms and subject to the conditions set forth in this Offer to Purchase and in the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the "Offer"). The Offer is being made in connection with the Agreement and Plan of Merger, dated as of June 19, 2013, by and among Op-Tech, NRC, and Purchaser (as it may be amended from time to time, the "Merger Agreement"), pursuant to which, after the completion of
