Exhibit B
Gesellschafterbeschluss
Shareholder’s Resolution
Die Zygo Germany GmbH, Darmstadt und die ZZH Verwaltungsgesellschaft mbH, Darmstadt treten in eine Gesellschafterversammlung ein und beschließen:
Zygo Germany GmbH, Darmstadt and ZZH Verwaltungsgesellschaft mbH, Darmstadt come together in a shareholder’s meeting and resolve:
1.
Der Jahresabschluss zum 30.6.2012 mit einer Bilanzsumme von EUR 5.881.806,60 und einem Jahresübersschuss von EUR 2.127.047,36 wird festgestellt in der Form des Prüfungsberichtes des Abschlussprüfers Josef Stimpfle, Gerlingen vom 27.7.2012.
The annual financial statement as of June 30th 2012 with a balance sheet total of EUR 5.881.806,60 and a net earnings of EUR 2.127.047,36 is approved as reported by the auditor Josef Stimpfle, Gerlingen as of July 27th 2012.
2.
Der Bilanzgewinn in Höhe von EUR 2.127.174,80 wird am 28.9.2012 ausgezahlt. Die einzubehaltende Kapitalertragsteuer und Solidaritätszuschlag reduzieren die Auszahlungsbeträge.
The retained earnings in the amount of EUR 2.127.174,80 will be paid as a dividend on September 28th 2012. The payments will be reduced by the capital gain tax and solidarity tax.
3.
Dem Geschäftsführer Arno Köhler wird für das Geschäftsjahr 2011/2012 Entlastung erteilt.
Geschäftsführer Arno Köhler is released from his duties of the fiscal year 2011/2012.
4.
Zum Abschlussprüfer für das Geschäftsjahr 2012/2013 wird Herr Josef Stimpfle, Gerlingen gewählt.
It is resolved that the auditor for the fiscal year 2012/2013 will remain Mr. Josef Stimpfle, Gerlingen.
Darmstadt 28.9.2012
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/s/ John A. Tomich | | /s/ Arno Köhler | |
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Zygo Germany GmbH | ZZH Verwaltungsgesellschaft mbH |
Exhibit 2.4 (i)
Written Shareholders Resolution
The undersigned
ZZH Verwaltungsgesellschaft mbH,
registered in the commercial register with the
Local Court Darmstadt under HRB 85872
and
Zygo Germany GmbH,
registered in the commercial register with the
Local Court Darmstadt under HRB 85555
(the “Shareholders”)
in their capacity as sole shareholders of
ZygoLOT GmbH
registered in the commercial register with the
Local Court Darmstadt under HRB
(the “Company”)
waiving the fulfilment of all requirements provided for by law or the articles of association as to call and notice, hereby pass the following shareholders’ resolution:
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| The sale and transfer of the share held in the Company by ZZH Verwaltungsgesellschaft mbH to Zygo Germany GmbH is hereby approved. |
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| The managing director of the Company is hereby instructed to issue a declaration of consent to such share sale and transfer. |
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ZZH Verwaltungsgesellschaft mbH | |
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place, date: | Frankfurt 28,9.12 |
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signature: | /s/ Klaus Hilger |
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name: | Klaus Hilger |
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in his capacity as | Managing Director |
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ZygoGermany GmbH | |
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place, date: | Middlefield Connecticut, USA
September 27, 2012 |
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signature: | /s/ John A. Tomich |
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name: | John A. Tomich |
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in his capacity as | Geschäftsführer/Managing Director |
Exhibit 2.4 (ii)
Declaration of Consent
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1. | ZZH Verwaltungsgesellschaft mbH, Darmstadt and Zygo Germany GmbH, Darmstadt are the sole shareholders of ZygoLOT GmbH, Darmstadt (“Company”). |
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2. | ZZH Verwaltungsgesellschaft mbH intends to sell and transfer its entire shareholding in the Company to Zygo Germany GmbH, Darmstadt. |
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3. | The Company hereby issues its consent to such contemplated sale and transfer of shares in the Company in accordance with Section 14 of the Articles of Association of the Company. |
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Date:28.9.2012 |
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Place:Darmstadt |
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/s/ Arno Köhler |
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Arno Köhler |
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Managing Director of ZygoLOT GmbH |
Exhibit 10.3
General Settlement Agreement
by and between
L.O.T.-Oriel Holding AG, Im Tiefen See 58, 64293 Darmstadt, Germany
- “L.O.T. ” -
and
Zygo Corporation, a Delaware corporation, Laurel Brook Road, Middlefield, Conneticut 06455-0448, USA
- “Zygo” -
(together the “Parties” and individually a “Party”)
WHEREAS, on October 2, 1999, L.O.T. and Zygo entered into a certain Joint Venture Agreement (“JV Agreement”) relating to ZygoLOT GmbH, Darmstadt (the “Company”);
WHEREAS, ZZH Verwaltungsgesellschaft mbH (hereafter “ZZH”) is the successor to L.O.T. in ownership of the Company;
WHEREAS, Zygo Germany GmbH (hereafter “Zygo Germany”) is the successor to Zygo in ownership of the Company;
WHEREAS, on the date hereof, ZZH and Zygo Germany are the sole shareholders the Company;
and,
WHEREAS, in connection with the contemplated sale and transfer of the shares currently held by ZZH in the Company to Zygo Germany under a certain share sale and transfer agreement (“SPA”), the Parties wish to clarify and agree that they do not have any claims, known and unknown, relating to the JV Agreement or the Company, provided that any claims of L.O.T. against the Company and any claims of the Company against L.O.T. under the Service Agreement shall remain unaffected.
NOW THEREFORE, the parties hereto agree as follows:
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1. | Termination of JV Agreement / No claims |
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| The Parties hereby confirm (i) that the JV Agreement is terminated and (ii) that none of the Parties is entitled to any claims against the respective other Party or the Company in connection with or relating to the JV Agreement. |
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2. | Assignment of claims |
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| Should L.O.T., on behalf of itself or any affiliated company, despite the confirmation in Section 1 above, be entitled to any claim against the Company, L.O.T. hereby assigns such claim to Zygo, subject to the condition precedent and in consideration of the payment of the purchase price by Zygo Germany under the SPA. |
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3. | General settlement |
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| Subject to the condition precedent of the effectiveness of the assignment set forth in Section 2 above and to the extent that such waiver can be legally enforced, the Parties, on behalf of themselves and any affiliated companies, hereby agree to waive all known and unknown claims against each other, which may exist in connection with the JV Agreement. |
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4. | Miscellaneous |
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4.1 | Entire Agreement. This Agreement shall comprise the entire agreement between the Parties concerning the subject matter hereof and shall supersede and replace all prior oral and written declarations of intention made by the Parties in respect thereof. |
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4.2 | Amendments. Any amendments to this Agreement (including amendments to this Section 4.2) are valid only if made in writing, unless another form is required by law. |
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4.3 | Governing Law. This Agreement shall be governed by, and be construed in accordance with, the laws of the Federal Republic of Germany, without regard to principles of conflicts of laws. |
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4.4 | Jurisdiction. To the extent legally permissible, the Regional Court (Landgericht) Frankfurt am Main shall have exclusive jurisdiction regarding all disputes arising under or in connection with this Agreement or its validity. |
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4.5 | Partial Invalidity. In the event that one or more provisions of this Agreement shall, or shall be deemed to, be invalid or unenforceable, the validity and enforceability of the other provisions of this Agreement shall not be affected thereby. In such case, the Parties agree to recognize and give effect to such valid and enforceable provision or provisions which correspond as closely as possible with the commercial intent of the Parties. The same shall apply in the event that this Agreement contains any gaps (Vertragslücken). |
Place:Darmstadt
Date:28. Sept. 2012
Name:Ralph Köhler, CEO
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Signature: | /s/ Ralph Köhler |
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L.O.T.-Oriel Holding AG |
Place: Middlefield, Connecticut, USA
Date: September 28, 2012
Name: John A. Tomich
Vice President, General Counsel
and Secretary
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Signature: | /s/ John A. Tomich |
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Zygo Corporation |
