AGREEMENT AND PLAN OF MERGER Among TKH GROUP N.V., OHIO MERGER SUBSIDIARY, INC. and OPTELECOM-NKF, INC. November 10, 2010Agreement and Plan of Merger • November 12th, 2010 • Optelecom-Nkf, Inc. • Radio & tv broadcasting & communications equipment • Delaware
AGREEMENT AND PLAN OF MERGER (the “Agreement”), dated as of November 10, 2010, by and among TKH GROUP N.V., a company organized and existing under the laws of the Netherlands (“Parent”), OHIO MERGER SUBSIDIARY, INC., a Delaware corporation and indirect, wholly-owned subsidiary of Parent (“Merger Subsidiary”), and OPTELECOM-NKF, INC., a Delaware corporation (the “Company”).
VOTING AGREEMENTVoting Agreement • November 12th, 2010 • Optelecom-Nkf, Inc. • Radio & tv broadcasting & communications equipment
VOTING AGREEMENT, dated as of November 10, 2010 (this “Agreement”), by and between TKH Group N.V., a corporation organized and existing under the laws of the Netherlands (“TKH”), and (“Stockholder”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
