0000912057-99-002986 Sample Contracts

PLEDGE AGREEMENT OF ROBERT PRAEGITZER
Pledge Agreement • November 1st, 1999 • Praegitzer Industries Inc • Electronic components & accessories • Oregon
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AGREEMENT AND PLAN OF MERGER BY AND AMONG
Agreement and Plan of Merger • November 1st, 1999 • Praegitzer Industries Inc • Electronic components & accessories • New York
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Noncompetition Agreement • November 1st, 1999 • Praegitzer Industries Inc • Electronic components & accessories • Oregon
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Merger Agreement • November 1st, 1999 • Praegitzer Industries Inc • Electronic components & accessories

On behalf of the Board of Directors, I am pleased to inform you that on October 26, 1999, Praegitzer Industries, Inc. ("Praegitzer") entered into an Agreement and Plan of Merger with T Merger Sub (OR), Inc. ("Purchaser"), a wholly owned subsidiary of Sigma Circuits, Inc. ("Parent") and an indirect wholly owned subsidiary of Tyco International Ltd. ("Tyco"), which provides for the acquisition of all Praegitzer's common stock at a price of $5.50 per share in cash. Under the terms of the Agreement, Purchaser has commenced a cash tender offer for all outstanding shares of Praegitzer at $5.50 per share (the "Offer"). Subject to successful completion of the Offer, and satisfaction of certain conditions in the Agreement, Purchaser will be merged into Praegitzer and all shares not purchased in the Offer (other than shares held by Tyco, Parent or Purchaser, or any subsidiary of Tyco) will be converted into the right to receive $5.50 per share in the merger.

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