AGREEMENT AND PLAN OF MERGER By and Among AULT INCORPORATED SL INDUSTRIES, INC. and LAKERS ACQUISITION CORP.Merger Agreement • December 28th, 2005 • Sl Industries Inc • Electric lighting & wiring equipment • Minnesota
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of December 16, 2005, by and among Ault Incorporated, a Minnesota corporation (the “Company”), SL Industries, Inc., a New Jersey corporation (“Purchaser”), and Lakers Acquisition Corp., a Minnesota corporation and wholly owned subsidiary of Purchaser (“Merger Sub”).
SHAREHOLDERS AGREEMENTShareholders Agreement • December 28th, 2005 • Sl Industries Inc • Electric lighting & wiring equipment • Minnesota
This Shareholders Agreement (this “Agreement”), is entered into as of December 16, 2005, by and between SL Industries, Inc., a New Jersey corporation (“Purchaser”), and Lakers Acquisition Corp., a Minnesota corporation and wholly-owned subsidiary of Purchaser (“Merger Sub”), on the one hand, and each of the shareholders of Ault Incorporated, a Minnesota corporation (the “Company”) set forth on Schedule 1 hereto (each a “Shareholder” and collectively, the “Shareholders”), on the other hand. Capitalized terms used herein without definition shall have the respective meanings ascribed to them in the Merger Agreement (as defined below).
STOCK OPTION AGREEMENTStock Option Agreement • December 28th, 2005 • Sl Industries Inc • Electric lighting & wiring equipment • Minnesota
This Stock Option Agreement, is dated as of December 16, 2005, and entered into by and among SL Industries, Inc., a New Jersey corporation (“Purchaser”), Lakers Acquisition Corp., a Minnesota corporation and a wholly-owned subsidiary of Purchaser (“Merger Sub”), and Ault Incorporated, a Minnesota corporation (the “Company”).
JOINT FILING AGREEMENTJoint Filing Agreement • December 28th, 2005 • Sl Industries Inc • Electric lighting & wiring equipment
This Agreement, dated as of this 27th day of December, 2005, may be executed in one or more counterparts by each of the undersigned and each of which, taken together, shall constitute one and the same instrument.
