VOTING AND TENDER AGREEMENTVoting and Tender Agreement • August 31st, 2010 • Cogent, Inc. • Services-computer integrated systems design • Delaware
This VOTING AND TENDER AGREEMENT (this “Agreement”), dated August 29, 2010, is by and among 3M Company, a Delaware corporation (“Parent”), Ventura Acquisition Corporation, a Delaware corporation and wholly-owned Subsidiary of Parent (“Merger Sub”), and the stockholders of Cogent, Inc., a Delaware corporation (the “Company”), set forth on Schedule A hereto (each a “Stockholder” and, collectively the “Stockholders”).
3M General Office 3M Center St. Paul, MN 55144-1000 651 733 1110Cogent, Inc. • August 31st, 2010 • Services-computer integrated systems design • Minnesota
3M General Office 3M Center St. Paul, MN 55144-1000 651 733 1110Cogent, Inc. • August 31st, 2010 • Services-computer integrated systems design • Minnesota
AGREEMENT AND PLAN OF MERGER among 3M COMPANY, VENTURA ACQUISITION CORPORATION and COGENT, INC. Dated as of August 29, 2010Agreement and Plan of Merger • August 31st, 2010 • Cogent, Inc. • Services-computer integrated systems design • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of August 29, 2010, among 3M COMPANY, a Delaware corporation (“Parent”), VENTURA ACQUISITION CORPORATION, a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), and COGENT, INC., a Delaware corporation (the “Company”).
3M General Office 3M Center St. Paul, MN 55144-1000 651 733 1110Cogent, Inc. • August 31st, 2010 • Services-computer integrated systems design • Minnesota
EMPLOYMENT AGREEMENT AMENDMENTEmployment Agreement • August 31st, 2010 • Cogent, Inc. • Services-computer integrated systems design
Effective January 1, 2009, the Employment Agreement between Cogent Systems, Inc. (the “Employer”) and Paul Kim (“Employee”) dated January 5, 2004 (the “Agreement”), is amended by this amendment (the “Amendment”) as follows:
