0001104659-03-023096 Sample Contracts

AGREEMENT AND PLAN OF MERGER by and among: CELESTICA INC. MSL ACQUISITION SUB INC. and MANUFACTURERS’ SERVICES LIMITED Dated as of October 14, 2003

Merger Agreement • October 17th, 2003 • Manufacturers Services LTD • Electronic components, nec • Delaware

• Contract Type
  Merger Agreement
• Filed
  October 17th, 2003
• Company
  Manufacturers Services LTD
• Industry
  Electronic components, nec
• Jurisdiction
  Delaware

This Agreement and Plan of Merger (“Agreement”) is made and entered into as of October 14, 2003, by and among CELESTICA INC., a corporation organized under the laws of the Province of Ontario, Canada (“Parent”); MSL ACQUISITION SUB INC., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Manufacturers’ Services Limited, a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

STOCKHOLDER AGREEMENT

Stockholder Agreement • October 17th, 2003 • Manufacturers Services LTD • Electronic components, nec • Delaware

• Contract Type
  Stockholder Agreement
• Filed
  October 17th, 2003
• Company
  Manufacturers Services LTD
• Industry
  Electronic components, nec
• Jurisdiction
  Delaware

STOCKHOLDER AGREEMENT, dated as of October 14, 2003 (this “Agreement”) among CELESTICA INC., a corporation organized under the laws of the Province of Ontario, Canada (“Parent”), MSL ACQUISITION SUB INC., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and each entity listed in Exhibit I hereto (each, a “Stockholder” and together, the “Stockholders”).