0000950123-09-011446 Sample Contracts

AGREEMENT AND PLAN OF MERGER DATED AS OF JUNE 4, 2009 BY AND AMONG GENERAL DYNAMICS ADVANCED INFORMATION SYSTEMS, INC., VISION MERGER SUB, INC. AND AXSYS TECHNOLOGIES, INC.

Agreement and Plan of Merger • June 4th, 2009 • Axsys Technologies Inc • Optical instruments & lenses • Delaware

• Contract Type
  Agreement and Plan of Merger
• Filed
  June 4th, 2009
• Company
  Axsys Technologies Inc
• Industry
  Optical instruments & lenses
• Jurisdiction
  Delaware

This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of June 4, 2009, is by and among General Dynamics Advanced Information Systems, Inc., a Delaware corporation (“Parent”), Vision Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Axsys Technologies, Inc., a Delaware corporation (the “Company”).

VOTING AGREEMENT by and among STEPHEN W. BERSHAD, SWB HOLDING CORPORATION, GENERAL DYNAMICS ADVANCED INFORMATION SYSTEMS, INC. and VISION MERGER SUB, INC. dated as of June 4, 2009

Voting Agreement • June 4th, 2009 • Axsys Technologies Inc • Optical instruments & lenses • Delaware

• Contract Type
  Voting Agreement
• Filed
  June 4th, 2009
• Company
  Axsys Technologies Inc
• Industry
  Optical instruments & lenses
• Jurisdiction
  Delaware

This VOTING AGREEMENT, dated as of June 4, 2009 (this “Agreement”), is by and among General Dynamics Advanced Information Systems, Inc., a Delaware corporation (“Parent”), Vision Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and the undersigned stockholders (each a “Stockholder” and collectively, the “Stockholders”) of Axsys Technologies, Inc., a Delaware corporation (the "Company”).