AGREEMENT AND PLAN OF MERGER BY AND AMONG GSI GROUP INC., EAGLE ACQUISITION CORPORATION, AND EXCEL TECHNOLOGY, INC. Dated as of July 9, 2008Merger Agreement • July 11th, 2008 • Gsi Group Inc • Miscellaneous electrical machinery, equipment & supplies • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of July 9, 2008, by and among GSI Group Inc., a New Brunswick corporation (“Parent”), Eagle Acquisition Corporation, a Delaware corporation and indirect wholly owned subsidiary of Parent (“Purchaser”), and Excel Technology, Inc., a Delaware corporation (the “Company”).
GSI GROUP CORPORATION, THE GUARANTORS named herein and The Bank of New York Mellon Trust Company, N.A., as Trustee FORM OF INDENTURE Dated as of —, 2008 11% Senior Notes due 2013Indenture • July 11th, 2008 • Gsi Group Inc • Miscellaneous electrical machinery, equipment & supplies • New York
INDENTURE, dated as of —, 2008, among GSI GROUP CORPORATION, a Michigan corporation, as issuer (the “Issuer”), GSI Group Inc., a company continued and existing under the laws of the Province of New Brunswick, Canada and the owner of all outstanding shares of voting capital stock of the Issuer (the “Parent”), Eagle Acquisition Corporation, a Delaware corporation (“EAC”), as a Guarantor (as hereinafter defined), and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”).
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • July 11th, 2008 • Gsi Group Inc • Miscellaneous electrical machinery, equipment & supplies • Delaware
TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of July 9, 2008, by and among GSI Group Inc., a New Brunswick corporation (“Parent”), Eagle Acquisition Corporation, a Delaware corporation and wholly owned subsidiary of Parent (“Purchaser”), and each of the individuals or entities listed on a signature page hereto (each, a “Stockholder”).
FORM OF REGISTRATION RIGHTS AGREEMENT DATED AS OF —, 2008 AMONG GSI GROUP INC. AND THE PURCHASERS LISTED ON THE SIGNATURE PAGES HERETORegistration Rights Agreement • July 11th, 2008 • Gsi Group Inc • Miscellaneous electrical machinery, equipment & supplies • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of —, 2008, among the Purchasers listed on the signature pages hereto and GSI Group Inc., a company continued and existing under the laws of New Brunswick (the “Company”).
PURCHASE AGREEMENT AMONG GSI GROUP INC., GSI GROUP CORPORATION, AND PURCHASERS SET FORTH ON THE SIGNATURE PAGES HERETO DATED AS OF JULY 9, 2008Purchase Agreement • July 11th, 2008 • Gsi Group Inc • Miscellaneous electrical machinery, equipment & supplies • New York
This PURCHASE AGREEMENT (this “Agreement”), dated as of July 9, 2008 (the “Execution Date”), among GSI Group Inc., a company continued and existing under the laws of the Province of New Brunswick, Canada (the “Parent”), GSI Group Corporation, a Michigan corporation (the “Note Issuer”) and a wholly-owned subsidiary of the Parent, and the Purchasers set forth on the signature pages hereto (each, a “Purchaser” and collectively, the “Purchasers”).
