STOCK OPTION AGREEMENT
STOCK OPTION AGREEMENT, dated October 27, 1998, by and among GENERAL
SCANNING INC., a Massachusetts corporation ("Grizzly"), LUMONICS INC., an
Ontario corporation ("Lynx") and GRIZZLY ACQUISITION CORP., a Massachusetts
corporation and a wholly-owned subsidiary of Lynx ("Merger Sub").
WHEREAS, Grizzly, Lynx and Merger Sub are entering into an Agreement for
Merger and Reorganization of even date herewith (the "Merger Agreement", terms
defined therein and not otherwise defined herein having the same meanings when
used herein), which provides, among other things, for the merger of Merger Sub
with and into Grizzly; and
WHEREAS, Grizzly has agreed, to induce Lynx and Merger Sub to enter into the
Merger Agreement, to grant the Option (as hereinafter defined);
NOW THEREFORE, in consideration of the mutual covenants and agreements set
forth herein and in the Merger Agreement, the parties hereto agree as follows:
1. Grant of Option. Grizzly hereby grants Merger Sub an irrevocable option
(the "Option") to purchase up to 2,517,673 shares (the "Grizzly Shares") of
common stock of Grizzly (the "Grizzly Common Stock") and the associated
Grizzly Rights in the manner set forth below at a price of U.S. $4.57 per
share (the "Exercise Price").
Exercise of Option. The Option may be exercised by Merger Sub, in whole or
in part, at any time or from time to time after the Merger Agreement becomes
terminable by Merger Sub under circumstances which could entitle Lynx or
Merger Sub to payment of Specified Amounts under Article VIII of the Merger
Agreement. In the event Merger Sub wishes to exercise the Option, Merger Sub
shall deliver to Grizzly a written notice (an "Exercise Notice") specifying
the total number of the Grizzly Shares it wishes to purchase. Each closing of
a purchase of the Grizzly Shares (a "Closing") shall occur at a place, on a
date and at a time designated by Merger Sub and reasonably acceptable to
Grizzly in an Exercise Notice delivered at least three business days prior to
the date of the Closing. The Option shall terminate upon the earlier of: (i)
the Effective Time; (ii) the termination of the Merger Agreement pursuant to
Section 8.01 thereof (other than a termination in connection with which Merger
Sub is or may be entitled to the payment specified in Section 8.02 thereof);
and (iii) one year following any termination of the Merger Agreement in
connection with which Merger Sub is or may be entitled to the payment
specified in Section 8.02 thereof (or if, at the expiration of such one year
period, the Option cannot be exercised by reason of any applicable judgment,
decree, order, law or regulation, ten business days after such impediment to
exercise shall have been removed or shall have become final and not subject to
appeal, but in no event under this clause (iii) later than the second
anniversary of the date hereof). Notwithstanding the foregoing, the Option may
not be exercised if Merger Sub is in willful breach of any of its
representations or warranties, or in material breach of any of its covenants,
contained in this Agreement or in the Merger Agreement.
1. Conditions to Closing. The obligation of Grizzly to issue the Grizzly
Shares to Merger Sub hereunder is subject to the conditions that (i) all
waiting periods, if any, under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements
Act of 1976, as amended, and the rules and regulations promulgated thereunder
("HSR Act"), applicable to the issuance of the Grizzly Shares hereunder shall
have expired or have been terminated; (ii) all consents, approvals, orders or
authorizations of, or registrations, declarations or filings with, any
Federal, state or local administrative agency or commission or other Federal
state or local governmental authority or instrumentality, if any, required in
connection with the issuance of the Grizzly Shares hereunder shall have been
obtained or made, as the case may be; (iii) no preliminary or permanent
injunction or other order by any court of competent jurisdiction prohibiting
or otherwise restraining such issuance shall be in effect; (iv) Merger Sub
shall not be in material breach of any of its covenants under the Merger
Agreement; and (v) the Toronto Stock Exchange shall have conditionally
approved the listing (subject to its normal requirements) of the shares of
Lynx Common Stock issuable under the Stock Option Agreement referred to in
clause (ii) of the third paragraph of the Preamble to the Merger Agreement.
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1. Closing. At any Closing, (a) Grizzly will deliver to Merger Sub a single
certificate in definitive form representing the number of the Grizzly Shares
designated by Merger Sub in its Exercise Notice, such certificate to be
registered in the name of Merger Sub and to bear the legend set forth in
Section 11 of this Agreement, and (b) Merger Sub will deliver to Grizzly the
aggregate price for the Grizzly Shares so designated and being purchased by
wire transfer of immediately available funds or certified check or bank check
or by delivery of shares of Lynx Common Stock (as defined in the Merger
Agreement) valued for this purpose at the average closing sales price on their
principal market over the ten trading days preceding such Closing. Upon
delivery of an Exercise Notice, satisfaction of the conditions specified in
Section 3 of this Agreement and tender of the aggregate price, Merger Sub
shall be deemed to be a holder of record of the Grizzly Shares so deliverable.
At any Closing at which Merger Sub is exercising the Option in part, Merger
Sub shall present and surrender this Agreement to Grizzly, and Grizzly shall
deliver to Merger Sub an executed new agreement with the same terms as this
Agreement evidencing the right to purchase the balance of the shares of the
Grizzly Common Stock purchasable hereunder.
Representations and Warranties of Grizzly. Grizzly represents and warrants
to Lynx and Merger Sub that (a) Grizzly is a corporation duly incorporated,
validly existing and in good standing under the laws of the Commonwealth of
Massachusetts and has the corporate power and authority to enter into this
Agreement and to carry out its obligations hereunder, (b) the execution and
delivery of this Agreement by Grizzly and the consummation by Grizzly of the
transactions contemplated hereby have been duly authorized by all necessary
corporate action on the part of Grizzly and no other corporate proceedings on
the part of Grizzly are necessary to authorize this Agreement or any of the
transactions contemplated hereby, (c) this Agreement has been duly executed
and delivered by Grizzly and constitutes a valid and binding obligation of
Grizzly, and, assuming this Agreement constitutes a valid and binding
obligation of Lynx and Merger Sub, is enforceable against Grizzly in
accordance with its terms, except as enforcement may be limited by bankruptcy,
insolvency or other similar laws affecting the enforcement of creditors'
rights generally and subject to usual equity principles, (d) Grizzly has taken
all necessary corporate action to authorize and reserve for issuance and to
permit it to issue, upon exercise of the Option, and at all times from the
date hereof through the expiration of the Option will have reserved, 2,517,673
unissued Grizzly Shares and such other shares of the Grizzly Common Stock or
other securities which may be issued pursuant to Section 10 of this Agreement,
all of which, upon their issuance, payment and delivery in accordance with the
terms of this Agreement, will be validly issued, fully paid and nonassessable,
and free and clear of all claims, liens, charges, encumbrances and security
interests of any nature whatsoever (other than those created by or through
Merger Sub), (e) the execution and delivery of this Agreement by Grizzly does
not, and the performance of this Agreement by Grizzly will not materially
conflict with, or result in any material violation of, or material default
(with or without notice or lapse of time, or both) under, or give rise to a
right of termination, cancellation or acceleration of any obligation or the
loss of a material benefit under, or the creation of a lien, pledge, security
interest or other encumbrance on assets pursuant to (any such conflict,
violation, default, right of termination, cancellation or acceleration, loss
or creation, a "Violation"), (A) any provision of the Articles of Organization
or By-laws of Grizzly or (B) any provisions of any loan or credit agreement,
note, mortgage, indenture, lease, benefit plan or other agreement, obligation,
instrument, permit, concession, franchise, license of or applicable to
Grizzly, or (C) any judgment, order, decree, statute, law, ordinance, rule or
regulation applicable to Grizzly or its properties or assets, which Violation,
in the case of each of clauses (B) and (C), individually or in the aggregate
would prevent or materially delay the exercise by Merger Sub of the Option or
any other right of Merger Sub under this Agreement, or be subject to Section
110D of Mass. Xxx. Laws or result in a "Distribution Date" or "Triggering
Event" under the Grizzly Rights Plan, (f) except as described in Section 3.04
of the Merger Agreement, the execution and delivery of this Agreement by
Grizzly does not, and the performance of this Agreement by Grizzly will not,
require any consent, approval, authorization or permit of, or filing with or
notification to, any governmental or regulatory authority, and (g) any shares
of Lynx Common Stock acquired by Grizzly in connection with Lynx's exercise of
the Option will not be acquired by Grizzly with a view to public distribution
or resale in any manner which would be in violation of federal or state
securities laws.
1. Representations and Warranties of Lynx and Merger Sub. Lynx and Merger
Sub each represents and warrants to Grizzly that (a) each of Lynx and Merger
Sub is a corporation duly organized, validly existing and
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in good standing under the laws of Ontario and the Commonwealth of
Massachusetts, respectively, and has the corporate power and authority to
enter into this Agreement and to carry out its obligations hereunder, (b) the
execution and delivery of this Agreement by Lynx and Merger Sub and the
consummation by Lynx and Merger Sub of the transactions contemplated hereby
have been duly authorized by all necessary corporate action on the part of
Lynx and Merger Sub and no other corporate proceedings on the part of Lynx and
Merger Sub are necessary to authorize this Agreement or any of the
transactions contemplated hereby, (c) this Agreement has been duly executed
and delivered by Lynx and Merger Sub and constitutes a valid and binding
obligation of Lynx and Merger Sub, and, assuming this Agreement constitutes a
valid and binding obligation of Grizzly, is enforceable against Lynx and
Merger Sub in accordance with its terms, except as enforcement may be limited
by bankruptcy, insolvency or other similar laws affecting the enforcement of
creditors' rights generally and subject to usual equity principles, (d) the
execution and delivery of this Agreement by Lynx and Merger Sub does not, and
the performance of this Agreement by Lynx and Merger Sub will not, result in
any Violation pursuant to, (A) any provision of the charter documents of Lynx
or Merger Sub, (B) any provisions of any loan or credit agreement, note,
mortgage, indenture, lease, or other agreement, obligation, instrument,
permit, concession, franchise, license of or applicable to them or (C) any
judgment, order, decree, statute, law, ordinance, rule or regulation
applicable to Lynx or Merger Sub or their properties or assets, which
Violation, in the case of each of clauses (B) and (C), would, individually or
in the aggregate have a material adverse effect on Lynx or Merger Sub's
ability to consummate the transactions contemplated by this Agreement, (e)
except as described in Section 4.04 of the Merger Agreement, the execution and
delivery of this Agreement by Lynx and Merger Sub does not, and the
performance of this Agreement by Lynx and Merger Sub will not, require any
consent, approval, authorization or permit of, or filing with or notification
to, any governmental or regulatory authority and (f) any Grizzly Shares
acquired upon exercise of the Option will not be, and the Option is not being,
acquired by Merger Sub with a view to public distribution or resale in any
manner which would be in violation of federal or state securities laws.
7. Put Right.
(a) Exercise of Put. At any time during which the Option is exercisable
pursuant to Section 2 or would be exercisable but for the circumstances
referred to in the parenthetical in Section 2(iii) of this Agreement or if
the condition set forth in Section 3 (v) of this Agreement shall not have
been satisfied (the "Repurchase Period"), upon demand by Merger Sub, Merger
Sub shall have the right to sell to Grizzly (or any successor entity
thereof) and Grizzly (or such successor entity) shall be obligated to
repurchase from Merger Sub (the "Put"), all or any portion of the Option,
at the price set forth in subparagraph (i) below, or all or any portion of
the Grizzly Shares purchased by Merger Sub pursuant hereto, at a price set
forth in subparagraph (ii) below:
(i) the difference between the "Market/Tender Offer Price" for shares
of the Grizzly Common Stock as of the date (the "Notice Date") notice
of exercise of the Put is given to Grizzly (defined as the higher of
(A) the price per share offered as of the Notice Date pursuant to any
tender or exchange offer or other Alternative Proposal which was made
prior to the Notice Date and not terminated or withdrawn as of the
Notice Date (the "Tender Price") and (B) the average of the closing
prices of shares of the Grizzly Common Stock on the New York Stock
Exchange ("NYSE") or the Nasdaq Stock Market for the five trading days
immediately preceding the Notice Date (the "Market Price")), and the
Exercise Price, multiplied by the number of Grizzly Shares purchasable
pursuant to the Option (or portion thereof with respect to which Merger
Sub is exercising its rights under this Section 7);
(ii) the Exercise Price paid by Merger Sub for the Grizzly Shares
acquired pursuant to the Option plus the difference between the
Market/Tender Offer Price and the Exercise Price, multiplied by the
number of Grizzly Shares so purchased. For purposes of this clause
(ii), the Tender Price shall be the highest price per share offered
pursuant to a tender or exchange offer or other Alternative Proposal
during the Repurchase Period.
In determining the Market-Tender Offer Price, the value of consideration
other than cash shall be determined by a nationally recognized investment
banking firm selected by Lynx and reasonably acceptable to Grizzly.
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(a) Payment and Redelivery of Option or Shares. In the event Merger Sub
exercises its rights under this Section 7, Grizzly shall, within ten
business days of the Notice Date, pay the required amount to Merger Sub in
immediately available funds and Merger Sub shall surrender to Grizzly the
Option or the certificates evidencing the Grizzly Shares purchased by
Merger Sub pursuant hereto, and Merger Sub shall warrant that it owns such
shares and that such shares are then free and clear of all liens, claims,
charges and encumbrances of any kind or nature whatsoever.
1. Restrictions on Certain Actions. Grizzly shall not adopt any Rights
Agreement or shareholder rights plan in any manner which would cause Merger
Sub, if Merger Sub has complied with its obligations under this Agreement, to
become an "Acquiring Person" under such Rights Agreement or shareholder rights
plan solely by reason of the beneficial ownership of the shares purchasable
hereunder.
2. Registration Rights.
(a) Grizzly will, if requested by Merger Sub at any time and from time to
time within two years of the exercise of the Option, as expeditiously as
possible prepare and file up to two registration statements under the
Securities Act of 1933, as amended (the "Securities Act") or prospectuses
under the Securities Act (Ontario) (the "Ontario Act") if such registration or
the obtaining of a receipt for a prospectus is necessary in order to permit
the sale or other disposition of any or all shares or other securities that
have been acquired by or are issuable to Merger Sub upon exercise of the
Option in accordance with the intended method of sale or other disposition
stated by Merger Sub, including without limitation a "shelf" registration
statement under Rule 415 under the Securities Act or any successor provision,
or similar provision under the Ontario Act and related rules, regulations,
rulings or policy statements, and Grizzly will use its best efforts to qualify
such shares or other securities under any applicable state or other provincial
securities laws. Grizzly will use reasonable efforts to cause each such
registration statement to become effective and to obtain a (final) receipt for
each such prospectus, to obtain all consents or waivers of other parties which
are required therefor, and to keep such registration statement or prospectus
effective for such period not in excess of 180 calendar days from the day such
registration statement first becomes effective or the date of the (final)
receipt for such prospectus as may be reasonably necessary to effect such sale
or other disposition. The obligations of Grizzly hereunder to file a
registration statement or prospectus and to maintain its effectiveness may be
suspended for up to 90 calendar days in the aggregate if the Board of
Directors of Grizzly shall have determined that the filing of such
registration statement or prospectus or the maintenance of its effectiveness
would require premature disclosure of material nonpublic information that
would materially and adversely affect Grizzly or otherwise interfere with or
adversely affect any pending or proposed offering of securities of Grizzly or
any other material transaction involving Grizzly. Subject to applicable law,
any registration statement or prospectus prepared and filed under this Section
9, and any sale covered thereby, will be at Grizzly's expense except for
underwriting discounts or commissions, brokers' fees and the fees and
disbursements of Merger Sub's counsel related thereto. Merger Sub will provide
and be responsible for, in connection with indemnification provisions, all
information reasonably requested by Grizzly for inclusion in any registration
statement or prospectus to be filed hereunder. If, during the time periods
referred to in the first sentence of this Section 9, Grizzly effects a
registration under the Securities Act of , or qualifies a prospectus under the
Ontario Act in respect of, the Grizzly Common Stock for its own account or for
any other stockholders of Grizzly (other than on Form S-4 or Form S-8, or any
successor form), it will allow Merger Sub the right to participate in such
registration or qualification, and such participation will not affect the
obligation of Grizzly to effect demand registration statements or prospectus
for Merger Sub under this Section 9; provided that, if the managing
underwriters of such offering advise Grizzly in writing that in their opinion
the number of shares of the Grizzly Common Stock requested to be included in
such registration or qualification exceeds the number which can be sold in
such offering, Grizzly will include the shares requested to be included
therein by Merger Sub after the shares intended to be included therein by
Grizzly have been included and prior to any shares requested to be included by
any third parties are included. In connection with any registration or
qualification pursuant to this Section 9, Grizzly and Merger Sub will provide
each other and any underwriter of the offering with customary representations,
warranties, covenants, indemnification, and contribution in connection with
such registration or qualification. Grizzly shall provide to any underwriters
such documentation
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(including certificates, opinions of counsel and "comfort" letters from
auditors) as are customary in connection with underwritten public offerings as
such underwriters may reasonably require.
(b) If Grizzly's securities of the same type as the Grizzly Common Stock
beneficially owned by Merger Sub are then authorized for quotation or trading
or listing on the NYSE, Nasdaq National Market System, or any other securities
exchange or automated quotations system, Grizzly, upon the request of Merger
Sub, shall promptly file an application, if required, to authorize for
quotation, trading or listing such shares of the Grizzly Common Stock on such
exchange or system and will use its reasonable efforts to obtain approval, if
required, of such quotation, trading or listing as soon as practicable.
(c) If shares of Lynx Common Stock are delivered to exercise the Option,
Lynx will prepare appropriate registration statements and prospectuses, and
attempt to obtain approvals of quotation, trading or listing, on the same
basis as provided with respect to Grizzly Common Stock in this Section.
3. Adjustment Upon Changes in Capitalization.
(a) In the event of any change in the Grizzly Common Stock by reason of
stock dividends, split-ups, mergers, recapitalizations, combinations, exchange
of shares or the like, the type and number of shares or securities subject to
the Option, and the purchase price per share provided in Section 1 of this
Agreement, shall be adjusted appropriately, and proper provision shall be made
in the agreements governing such transaction so that Merger Sub shall receive,
upon exercise of the Option, the number and class of shares or other
securities or property that Merger Sub would have received in respect of the
Grizzly Common Stock if the Option had been exercised immediately prior to
such event or the record date therefor, as applicable. In the event that any
additional shares of Grizzly Common Stock otherwise become outstanding after
the date of this Agreement (other than pursuant hereto), the number of shares
of Grizzly Common Stock subject to the Option shall be increased to equal
19.9% of the number of shares of Grizzly Common Stock then issued and
outstanding.
(b) In the event that Grizzly shall enter in an agreement: (i) to
consolidate with or merge into any person, other than Merger Sub or another
direct or indirect wholly-owned subsidiary of Lynx, and shall not be the
continuing or surviving corporation of such consolidation or merger; (ii) to
permit any person, other than Merger Sub or another direct or indirect wholly-
owned subsidiary of Lynx, to merge into Grizzly and Grizzly shall be the
continuing or surviving corporation, but, in connection with such merger, the
then-outstanding shares of the Grizzly Common Stock shall be changed into or
exchanged for stock or other securities of Grizzly or any other person or cash
or any other property or the outstanding shares of the Grizzly Common Stock
immediately prior to such merger shall after such merger represent less than
50% of the outstanding shares and share equivalents of the merged company; or
(iii) to sell or otherwise transfer all or substantially all of its assets to
any person, other than Merger Sub or another direct or indirect wholly-owned
subsidiary of Lynx, then, and in each such case, Grizzly shall immediately so
notify Lynx, and the agreement governing such transaction shall make proper
provisions so that upon the consummation of any such transaction and upon the
terms and conditions set forth herein, Merger Sub shall, upon exercise of the
Option, receive for each Grizzly Share with respect to which the Option has
not been exercised an amount of consideration in the form of and equal to the
per share amount of consideration that would be received by the holder of one
share of the Grizzly Common Stock less the Exercise Price (and, in the event
of an election or similar arrangement with respect to the type of
consideration to be received by the holders of the Grizzly Common Stock,
subject to the foregoing, proper provision shall be made so that the holder of
the Option would have the same election or similar rights as would the holder
of the number of shares of the Grizzly Common Stock for which the Option is
then exercisable
4. Restrictive Legends. Each certificate representing shares of the Grizzly
Common Stock issued to Merger Sub hereunder shall include a legend in
substantially the following form:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY BE REOFFERED OR SOLD
ONLY IF SO REGISTERED OR IF AN EXEMPTION FROM SUCH REGISTRATION IS
AVAILABLE.
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Certificates representing shares (i) as to which an opinion of counsel
reasonably satisfactory to Grizzly to the effect that such legend is not
required under the Securities Act, or (ii) sold in a registered public
offering pursuant to Section 9 of this Agreement shall not be required to bear
the legend set forth in this Section 11.
5. Binding Effect; No Assignment. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
permitted assigns. Except as expressly provided for in this Agreement, neither
this Agreement nor the rights or the obligations of either party hereto are
assignable, except by operation of law, or with the written consent of the
other party. Nothing contained in this Agreement, express or implied, is
intended to confer upon any person other than the parties hereto and their
respective permitted assigns any rights or remedies of any nature whatsoever
by reason of this Agreement.
6. Specific Performance. The parties recognize and agree that if for any
reason any of the provisions of this Agreement are not performed in accordance
with their specific terms or are otherwise breached, immediate and irreparable
harm or injury would be caused for which money damages would not be an
adequate remedy. Accordingly, each party agrees that, in addition to other
remedies, the other party shall be entitled to an injunction restraining any
violation or threatened violation of the provisions of this Agreement. In the
event that any action should be brought in equity to enforce the provisions of
this Agreement, neither party will allege, and each party hereby waives the
defense, that there is adequate remedy at law.
7. Entire Agreement. This Agreement and the Merger Agreement (including the
Exhibits and Schedules thereto) constitute the entire agreement among the
parties with respect to the subject matter hereof and supersede all other
prior agreements and understandings, both written and oral, among the parties
or any of them with respect to the subject matter hereof.
8. Further Assurances. Each party will execute and deliver all such further
documents and instruments and take all such further action including obtaining
necessary regulatory approvals and making necessary filings (including without
limitation under the HSR Act) as may be necessary in order to consummate the
transactions contemplated hereby (including the issuance, registration and
listing of the Grizzly Shares).
9. Validity. The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of the other
provisions of this Agreement, which shall remain in full force and effect. In
the event any court or other competent authority holds any provision of this
Agreement to be null, void or unenforceable, the parties hereto shall
negotiate in good faith the execution and delivery of an amendment to this
Agreement in order, as nearly as possible, to effectuate, to the extent
permitted by law, the intent of the parties hereto with respect to such
provision. Each party agrees that, should any court or other competent
authority hold any provision of this Agreement or part hereof to be null, void
or unenforceable, or order any party to take any action inconsistent herewith,
or not take any action required herein, the other party shall not be entitled
to specific performance of such provision or part hereof or to any other
remedy, including but not limited to money damages, for breach hereof or of
any other provision of this Agreement or part hereof as the result of such
holding or order.
10. Notices. Any notice or communication required or permitted hereunder
shall be in writing and either delivered personally, telegraphed or telecopied
or sent by certified or registered mail, postage prepaid, and shall be deemed
to be given, dated and received when so delivered personally, telegraphed or
telecopied or, if mailed, five business days after the date of mailing to the
address or telecopy number specified for the addressee in the Merger
Agreement, or to such other address or addresses as such person may
subsequently designate by notice given hereunder.
11. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York applicable to agreements
made and to be performed entirely within such State without regard to any
applicable conflicts of law rules.
Descriptive Headings. The descriptive headings herein are inserted for
convenience of reference only and are not intended to be part of or to affect
the meaning or interpretation of this Agreement.
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Counterparts. This Agreement may be executed in two or more counterparts,
each of which shall be deemed to be an original, but all of which, taken
together, shall constitute one and the same instrument.
Expenses. Except as otherwise expressly provided herein or in the Merger
Agreement, all costs and expenses incurred in connection with the transactions
contemplated by this Agreement shall be paid by the party incurring such
expenses.
Amendments; Waiver. This Agreement may be amended by the parties hereto and
the terms and conditions hereof may be waived only by an instrument in writing
signed on behalf of each of the parties hereto, or, in the case of a waiver,
by an instrument signed on behalf of the party waiving compliance.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective duly authorized officers as of the date first
above written.
GENERAL SCANNING INC.
By: /s/ Xxxxxxx X. Xxxxxxx
______________________________
Name: Xxxxxxx X. Xxxxxxx
Title: President and Chief
Executive Officer
LUMONICS INC.
By: /s/ Xxxxxx X. Xxxxxxxx
______________________________
Name: Xxxxxx X. Xxxxxxxx
Title: Chairman
GRIZZLY ACQUISITION CORP.
By: /s/ Xxxxxx X. Xxxxxxxx
______________________________
Name: Xxxxxx X. Xxxxxxxx
Title: President
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