AGREEMENT AND PLAN OF MERGER by and among MEADE INSTRUMENTS CORP., SUNNY OPTICS MERGER SUB, INC. and SUNNY OPTICS, INC. dated as of July 16, 2013Agreement and Plan of Merger • July 16th, 2013 • Meade Instruments Corp • Optical instruments & lenses • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of July 16, 2013, by and among Sunny Optics, Inc., a Delaware corporation (“Parent”), Sunny Optics Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Meade Instruments Corp., a Delaware corporation (the “Company”).
VOTING AGREEMENTVoting Agreement • July 16th, 2013 • Meade Instruments Corp • Optical instruments & lenses • Delaware
VOTING AGREEMENT (this “Agreement”), dated as of July 16, 2013, by and among Sunny Optics, Inc., a Delaware corporation (“Parent”), and the Persons listed on Schedule A attached hereto (each a “Stockholder” and, collectively, the “Stockholders”).
SECURED CONVERTIBLE NOTE PURCHASE AGREEMENTSecured Convertible Note Purchase Agreement • July 16th, 2013 • Meade Instruments Corp • Optical instruments & lenses • Delaware
THIS SECURED CONVERTIBLE NOTE PURCHASE AGREEMENT (the “Agreement”) is made as of July 16, 2013, by and among Meade Instruments Corp., a Delaware corporation (the “Company”), and Sunny Optics, Inc. (the “Purchaser”). Capitalized terms not otherwise defined in this Agreement shall have the meanings ascribed to them in Section 1 below.
