0000950123-09-011446 Sample Contracts

AGREEMENT AND PLAN OF MERGER DATED AS OF JUNE 4, 2009 BY AND AMONG GENERAL DYNAMICS ADVANCED INFORMATION SYSTEMS, INC., VISION MERGER SUB, INC. AND AXSYS TECHNOLOGIES, INC.
Merger Agreement • June 4th, 2009 • Axsys Technologies Inc • Optical instruments & lenses • Delaware

This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of June 4, 2009, is by and among General Dynamics Advanced Information Systems, Inc., a Delaware corporation (“Parent”), Vision Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Axsys Technologies, Inc., a Delaware corporation (the “Company”).

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VOTING AGREEMENT by and among STEPHEN W. BERSHAD, SWB HOLDING CORPORATION, GENERAL DYNAMICS ADVANCED INFORMATION SYSTEMS, INC. and VISION MERGER SUB, INC. dated as of June 4, 2009
Voting Agreement • June 4th, 2009 • Axsys Technologies Inc • Optical instruments & lenses • Delaware

This VOTING AGREEMENT, dated as of June 4, 2009 (this “Agreement”), is by and among General Dynamics Advanced Information Systems, Inc., a Delaware corporation (“Parent”), Vision Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and the undersigned stockholders (each a “Stockholder” and collectively, the “Stockholders”) of Axsys Technologies, Inc., a Delaware corporation (the "Company”).

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