Agreement and Plan of Merger by and among VEECO INSTRUMENTS INC. VEECO WYOMING INC., SYNOS TECHNOLOGY, INC., ILSONG LEE SANG-IN LEE DANIEL C. RUBIN and SHAREHOLDER REPRESENTATIVE SERVICES, as Stockholders’ Representative September 18, 2013Merger Agreement • February 28th, 2014 • Veeco Instruments Inc • Special industry machinery, nec
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of this 18 day of September, 2013, by and among (i) Veeco Instruments Inc., a Delaware corporation (“Parent”), (ii) Veeco Wyoming Inc., a Delaware corporation and a (directly or indirectly) wholly-owned subsidiary of Parent (“Merger Sub”), (iii) Synos Technology, Inc., a Delaware corporation (the “Company”), (iv) Ilsong Lee, Sang-In Lee and Daniel C. Rubin (each a “Significant Stockholder” and collectively the “Significant Stockholders”) and (v) Shareholder Representative Services LLC, a Colorado limited liability company solely in its capacity as Stockholders’ Representative (as defined herein). Parent, Merger Sub, the Company, the Significant Stockholders and the Stockholders’ Representative are referred to herein individually as a “Party” and collectively as the “Parties.” Capitalized terms used and not otherwise defined herein have the meanings given to such terms as set forth in Appendix A hereto.
