0000950136-98-001457 Sample Contracts

among CRANE CO.,
Merger Agreement • August 14th, 1998 • Liberty Technologies Inc • Measuring & controlling devices, nec • Pennsylvania
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ARTICLE I
Stock Option Agreement • August 14th, 1998 • Liberty Technologies Inc • Measuring & controlling devices, nec • Pennsylvania
WITNESSETH:
Shareholder Agreement • August 14th, 1998 • Liberty Technologies Inc • Measuring & controlling devices, nec • Pennsylvania
LETTERHEAD]
Agreement and Plan of Merger • August 14th, 1998 • Liberty Technologies Inc • Measuring & controlling devices, nec

We have been advised that Liberty Technologies, Inc. ("Liberty") proposes to enter into an Agreement and Plan of Merger (the "Agreement") with Crane Co. ("Purchaser"), a draft of which dated August 6, 1998 was reviewed by us. Pursuant to the Agreement, Purchaser will make a tender offer to purchase all the issued and outstanding capital stock of Liberty for a purchase price of $3.50 per share in cash (the "Transaction"). The terms and conditions of the Transaction are more fully set forth in the Agreement.

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