AGREEMENT AND PLAN OF MERGER by and among MEADE INSTRUMENTS CORP., JOCNA INC. and JOC NORTH AMERICA LLC dated as of May 17, 2013Agreement and Plan of Merger • May 17th, 2013 • Meade Instruments Corp • Optical instruments & lenses • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of May 17, 2013, by and among JOC North America LLC, a Delaware limited liability company (“Parent”), JOCNA Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Meade Instruments Corp., a Delaware corporation (the “Company”).
VOTING AGREEMENTVoting Agreement • May 17th, 2013 • Meade Instruments Corp • Optical instruments & lenses • Delaware
VOTING AGREEMENT (this “Agreement”), dated as of May 17, 2013, by and among JOC North America LLC, a Delaware limited liability company (“Parent”), and the Persons listed on Schedule A attached hereto (each a “Stockholder” and, collectively, the “Stockholders”).
LIMITED GUARANTYLimited Guaranty • May 17th, 2013 • Meade Instruments Corp • Optical instruments & lenses • Delaware
Limited Guaranty, dated as of May 17, 2013 (this “Limited Guaranty”), by Meade Instruments Europe GmbH & Co. KG (the “Guarantor”), in favor of Meade Instruments Corp., a Delaware corporation (the “Guaranteed Party”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Merger Agreement (as defined below).
