AGREEMENT AND PLAN OF MERGER AMONG: BEI TECHNOLOGIES, INC., A DELAWARE CORPORATION; OPTO ACQUISITION SUB, INC., A DELAWARE CORPORATION; AND OPTICNET, INC., A DELAWARE CORPORATION DATED AS OF JULY 1, 2003Merger Agreement • August 18th, 2003 • Opto Acquisition Sub Inc • Services-computer programming, data processing, etc. • Delaware
OFOffer to Purchase • August 18th, 2003 • Opto Acquisition Sub Inc • Services-computer programming, data processing, etc.
Pursuant to an Agreement and Plan of Merger, dated as of July 1, 2003 (the "Merger Agreement"), by and among BEI Technologies, Inc., a Delaware corporation ("BEI"), Opto Acquisition Sub, Inc., a Delaware corporation and a wholly owned subsidiary of BEI (the "Purchaser"), and OpticNet, Inc., a Delaware corporation ("OpticNet"), the Purchaser is offering to purchase all of the outstanding shares of voting common stock and non voting common stock, par value $0.0001 per share (collectively, the "common stock"), of OpticNet at a price of $0.04 per share, net to the seller in cash, without interest thereon (the "Offer Price"), upon the terms and subject to the conditions set forth in this Offer to Purchase and the Letter of Transmittal enclosed with this Offer to Purchase, which, together with any amendments or supplements hereto or thereto, collectively constitute the "Offer" described in this Offer to Purchase. Following the purchase by the Purchaser of shares of OpticNet common stock in t
