AGREEMENT AND PLAN OF MERGER BY AND AMONG SAFEGUARD SCIENTIFICS, INC. SAFEGUARD DELAWARE, INC. SAFEGUARD 2001 CAPITAL, L.P. SRA VENTURES, LLC SRA INTERNATIONAL, INC. SYSTEMS RESEARCH AND APPLICATIONS CORPORATION MANTAS, INC. I-FLEX SOLUTIONS, LTD....Agreement and Plan of Merger • August 15th, 2006 • Safeguard Scientifics Inc • Services-business services, nec • New York
This AGREEMENT AND PLAN OF MERGER (as amended, restated or supplemented from time to time, this “Agreement”) is made as of August 14, 2006, by and among Safeguard Scientifics, Inc., a Pennsylvania corporation (“SFE”), Safeguard Delaware, Inc., a Delaware corporation (“SDI”, and in its capacity as such, the “Stockholder Representative”), Safeguard 2001 Capital, L.P., a Delaware limited partnership (“Safeguard Capital”), SRA Ventures, LLC, a Delaware limited liability company (“SRAV”), SRA International, Inc., a Delaware corporation (“SRAI”), Systems Research and Applications Corporation, a Virginia corporation (“SRAC”), Mantas, Inc., a Delaware corporation (the “Company”), i-flex solutions, ltd., a corporation organized under the laws of India (“i-flex”), i-flex America, inc., a corporation organized under the laws of Delaware (“Parent”) and Mandarin Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”).
