AGREEMENT AND PLAN OF MERGER by and among OSI SYSTEMS, INC., APPLE MERGER SUB, INC. and AMERICAN SCIENCE AND ENGINEERING, INC. Dated as of June 20, 2016Agreement and Plan of Merger • June 21st, 2016 • American Science & Engineering, Inc. • X-ray apparatus & tubes & related irradiation apparatus • Massachusetts
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of June 20, 2016, by and among OSI Systems, Inc., a Delaware corporation (the “Buyer”), Apple Merger Sub, Inc., a Massachusetts corporation and a wholly owned subsidiary of the Buyer (the “Transitory Subsidiary”), and American Science and Engineering, Inc., a Massachusetts corporation (the “Company”).
AMENDMENT NO. 2 TO RIGHTS AGREEMENTRights Agreement • June 21st, 2016 • American Science & Engineering, Inc. • X-ray apparatus & tubes & related irradiation apparatus
This Amendment No. 2 (the “Amendment”) to the Rights Agreement dated as of April 17, 2008 between American Science & Engineering, Inc., a Massachusetts corporation, and American Stock Transfer & Trust Company, LLC, a New York corporation, as rights agent, as amended on December 18, 2014 (the “Agreement”) is made and is effective as of June 20, 2016. Capitalized terms used but not otherwise defined in this Amendment shall have the respective meanings accorded to them in the Agreement.
