TENDER AND SUPPORT AGREEMENTTender and Support Agreement • February 8th, 2018 • Duravant LLC • Special industry machinery (no metalworking machinery) • Delaware
This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of January 25, 2018, is entered into by and among Duravant LLC, a Delaware limited liability company (“Parent”), Cascade Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Purchaser”), and each of the persons set forth on Schedule A hereto (each, a “Shareholder”). All terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
EXCLUSIVITY AGREEMENTExclusivity Agreement • February 8th, 2018 • Duravant LLC • Special industry machinery (no metalworking machinery) • Delaware
In conjunction with our Final Proposal (the “Final Proposal”) dated as of January 18, 2018, regarding a possible transaction (the “Transaction”) between Key Technology, Inc. (“Key” or the “Company”) and Duravant LLC (“Duravant”), Key agrees to enter into this exclusivity agreement (the “Exclusivity Agreement”) as set forth below for the Exclusivity Period (as defined below).
