VOTING AND IRREVOCABLE PROXY AGREEMENTVoting and Irrevocable Proxy Agreement • November 13th, 2007 • Aar Corp • Aircraft & parts • Alabama
THIS VOTING AND IRREVOCABLE PROXY AGREEMENT (this “Voting Agreement”) is made and entered into as of November 8, 2007 between AAR Manufacturing, Inc., an Illinois corporation (“AAR”), and the undersigned shareholder (“Shareholder”) of Summa Technology, Inc., an Alabama corporation (“Summa”).
AGREEMENT AND PLAN OF MERGER by and among SUMMA TECHNOLOGY, INC., CERTAIN SHAREHOLDERS OF SUMMA TECHNOLOGY, INC., AAR MANUFACTURING, INC., AAR CORP. and KINGFISHER ACQUISITION SUBSIDIARY, INC. Dated as of November 8, 2007Agreement and Plan of Merger • November 13th, 2007 • Aar Corp • Aircraft & parts • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of November 8, 2007, is made by and among (i) Summa Technology, Inc., an Alabama corporation (the “Company”), (ii) certain shareholders of the Company identified on the signature pages to this Agreement under the heading “Significant Shareholders” (collectively, the “Significant Shareholders”), (iii) AAR Manufacturing, Inc., an Illinois corporation (“Purchaser”), (iv) Kingfisher Acquisition Subsidiary, Inc., an Alabama corporation and a wholly-owned Subsidiary (as defined in Section 12.6) of Purchaser (“Merger Sub”), and (v) AAR CORP., a Delaware corporation and the sole stockholder of Purchaser (“Parent”), solely for purposes of Section 12.18.
