AGREEMENT AND PLAN OF MERGER BY AND AMONG AMTECH SYSTEMS, INC., BTU MERGER SUB, INC., AND BTU INTERNATIONAL, INC. Dated as of October 21, 2014Merger Agreement • October 22nd, 2014 • Btu International Inc • Special industry machinery, nec • Delaware
This Agreement and Plan of Merger (this “Agreement”), is entered into as of October 21, 2014, by and among Amtech Systems, Inc., an Arizona corporation (“Parent”), BTU Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”), and BTU International, Inc., a Delaware corporation (the “Company” and, collectively with Parent and Merger Sub, the “Parties”).
CONSULTING AGREEMENTConsulting Agreement • October 22nd, 2014 • Btu International Inc • Special industry machinery, nec • Delaware
This Consulting Agreement (“Agreement”) is made as of October 21, 2014 by and between Amtech Systems, Inc., an Arizona corporation (the “Company”), and Paul J. van der Wansem, an individual (“Consultant”).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • October 22nd, 2014 • Btu International Inc • Special industry machinery, nec • Delaware
This VOTING AND SUPPORT AGREEMENT, dated as of October 21, 2014 (this “Agreement”), is made and entered into by and among Amtech Systems, Inc., an Arizona corporation (“Parent”) and the stockholders of BTU International, Inc., a Delaware corporation (the “Company”), that are listed on Schedule A hereto (each a “Stockholder” and, collectively, the “Stockholders”).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • October 22nd, 2014 • Btu International Inc • Special industry machinery, nec • Delaware
This VOTING AND SUPPORT AGREEMENT, dated as of October 21, 2014 (this “Agreement”), is made and entered into by and among BTU International, Inc., a Delaware corporation (“BTU”), and the stockholders of Amtech Systems, Inc., an Arizona corporation (the “Company”), that are listed on Schedule A hereto (each a “Stockholder” and, collectively, the “Stockholders”).
