0000018937-12-000032 Sample Contracts

VOTING AND TENDER AGREEMENT

Voting and Tender Agreement • October 2nd, 2012 • Ceradyne Inc • Miscellaneous manufacturing industries • Delaware

• Contract Type
  Voting and Tender Agreement
• Filed
  October 2nd, 2012
• Company
  Ceradyne Inc
• Industry
  Miscellaneous manufacturing industries
• Jurisdiction
  Delaware

This VOTING AND TENDER AGREEMENT (this “Agreement”), dated September 30, 2012, is by and among 3M COMPANY, a Delaware corporation (“Parent”), CYBORG ACQUISITION CORPORATION, a Delaware corporation and wholly owned Subsidiary of Parent (“Merger Sub”), and the stockholders of CERADYNE, INC., a Delaware corporation (the “Company”), set forth on Schedule A hereto (each a “Stockholder” and, collectively the “Stockholders”).

AGREEMENT AND PLAN OF MERGER among 3M COMPANY, CYBORG ACQUISITION CORPORATION and CERADYNE, INC. Dated as of September 30, 2012

Agreement and Plan of Merger • October 2nd, 2012 • Ceradyne Inc • Miscellaneous manufacturing industries • Delaware

• Contract Type
  Agreement and Plan of Merger
• Filed
  October 2nd, 2012
• Company
  Ceradyne Inc
• Industry
  Miscellaneous manufacturing industries
• Jurisdiction
  Delaware

AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of September 30, 2012, among 3M COMPANY, a Delaware corporation (“Parent”), CYBORG ACQUISITION CORPORATION, a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and CERADYNE, INC., a Delaware corporation (the “Company”).