AGREEMENT AND PLAN OF MERGER dated as of June 3, 2011 by and among Dynamics Research Corporation DRC-Prize Acquisition, Inc. High Performance Technologies, Inc. and the Principal Equity Holders named hereinMerger Agreement • June 8th, 2011 • Dynamics Research Corp • Services-computer integrated systems design • Virginia
This Agreement And Plan Of Merger (the “Agreement”) is entered into as of June 2, 2011, by and among Dynamics Research Corporation, a Massachusetts corporation (the “Parent”), DRC-Prize Acquisition, Inc., a Florida corporation and wholly-owned subsidiary of Parent (“Merger Sub”), High Performance Technologies, Inc., a Florida corporation (the “Company”), the Principal Equity Holders and Timothy P. Keenan, as the representative of the Shareholders and Principal Equity Holders (the “Representative”). The Parent, the Company, the Principal Equity Holders and the Representative are sometimes individually referred to herein as a “Party” and collectively herein as the “Parties.” To the extent that capitalized terms are not defined in the text hereof, such terms shall have the meanings set forth in Exhibit A hereto.
