MERGER AGREEMENT By and Among II-VI INCORPORATED, II-VI HOLDINGS B.V., II-VI CAYMAN, INC. PHOTOP TECHNOLOGIES, INC. and THE SHAREHOLDER REPRESENTATIVE NAMED HEREIN Dated as of December 28, 2009Merger Agreement • January 4th, 2010 • Ii-Vi Inc • Optical instruments & lenses • New York
This MERGER AGREEMENT (this “Agreement”) is entered into and dated as of December 28, 2009, by and among II-VI Incorporated, a Pennsylvania corporation (“II-VI”), II-VI HOLDINGS B.V., a corporation duly organized and validly existing under the laws of the Netherlands (“Parent”) and a wholly owned subsidiary of II-VI, II-VI CAYMAN, INC., an exempted company incorporated in the Cayman Islands with limited liability having its registered office at Clifton House, 75 Fort Street, PO Box 1350, Grand Cayman, KY1-1108, Cayman Islands and a wholly owned subsidiary of the Parent (“Merger Sub” and, together with II-VI, Parent, each a “Buyer Party” and collectively, the “Buyer Parties”), PHOTOP TECHNOLOGIES, INC., an exempted company incorporated in the Cayman Islands with limited liability having its registered office at the offices of Offshore Incorporations (Cayman) Limited, Scotia Centre, 4th Floor, P.O. Box 2804, George Town, Grand Cayman, Cayman Islands (the “Company”), and Loyal Excel Inves
