0001193125-10-204946 Sample Contracts

VOTING AND TENDER AGREEMENT

Voting and Tender Agreement • September 3rd, 2010 • Cogent, Inc. • Services-computer integrated systems design • Delaware

• Contract Type
  Voting and Tender Agreement
• Filed
  September 3rd, 2010
• Company
  Cogent, Inc.
• Industry
  Services-computer integrated systems design
• Jurisdiction
  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”).