AGREEMENT AND PLAN OF MERGER by and among ANALOGIC CORPORATION, CANTON MERGER CORPORATION, COPLEY CONTROLS CORPORATION, THE PRINCIPAL SHAREHOLDERS OF COPLEY CONTROLS CORPORATION NAMED HEREIN, THE ADDITIONAL SHAREHOLDERS OF COPLEY CONTROLS CORPORATION...Non-Competition Agreement • March 6th, 2008 • Analogic Corp • Instruments for meas & testing of electricity & elec signals • Massachusetts
This Agreement and Plan of Merger (this “Agreement”) made as of the 5th day of March, 2008 by and among (i) Analogic Corporation, a Massachusetts corporation (the “Buyer”), (ii) Canton Merger Corporation, a Massachusetts corporation and a wholly owned subsidiary of the Buyer (“Merger Sub”), (iii) Copley Controls Corporation, a Massachusetts corporation (the “Company”), (iv) the shareholders of the Company listed on Schedule A (each a “Principal Shareholder” and, collectively, the “Principal Shareholders”), each of which is a party to this Agreement by his, her or its signature set forth on the signature page hereto, (v) the shareholders of the Company listed on Schedule B (each an “Additional Shareholder” and, collectively, the “Additional Shareholders”), each of whom has entered into a Joinder Agreement in the form attached hereto as Exhibit A for purposes of being bound by Sections 6 and 9 of this Agreement, and (vi) Matthew Lorber, as Securityholders’ Representative (as defined in S
