Agreement and Plan of MergerMerger Agreement • December 6th, 2010 • Cpi International, Inc. • Electronic components & accessories • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of November 24, 2010, is entered into by and among Catalyst Holdings, Inc., a Delaware corporation ("Parent"), Catalyst Acquisition, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent ("Merger Sub"), and CPI International, Inc., a Delaware corporation (the "Company"). Certain capitalized terms used in this Agreement are defined in Section 1.1.
Voting AgreementVoting Agreement • December 6th, 2010 • Cpi International, Inc. • Electronic components & accessories • Delaware
This Voting Agreement (this “Agreement”) is entered into as of November 24, 2010, by and among Catalyst Holdings, Inc., a Delaware corporation (“Parent”) and the undersigned stockholders (each a “Stockholder” and collectively, the “Stockholders”) of CPI International, Inc. (the “Company”). Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement and Plan of Merger (the “Merger Agreement”), dated as of November 24, 2010, by and among Parent, Catalyst Acquisition, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and the Company.
JOINT FILING AGREEMENTJoint Filing Agreement • December 6th, 2010 • Cpi International, Inc. • Electronic components & accessories
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, the undersigned hereby agree to the joint filing of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the common stock, par value $0.01, of CPI International, Inc. and further agree that this Agreement be included as an exhibit thereto.
