AGREEMENT AND PLAN OF MERGER by and among Bio-Imaging Technologies, Inc. Bio- Imaging Acquisition Corporation and Phoenix Data Systems, Inc. and ***, as Stockholders’ Representative Dated as of March 24, 2008Agreement and Plan of Merger • March 28th, 2008 • Bio Imaging Technologies Inc • Services-testing laboratories • Pennsylvania
THIS AGREEMENT AND PLAN OF MERGER (“Agreement”), dated as of March 24, 2008, is by and among Bio-Imaging Technologies, Inc., a Delaware corporation (“Parent”), Bio-Imaging Acquisition Corporation, a Pennsylvania corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Phoenix Data Systems, Inc., a Pennsylvania corporation (the “Company”), and, solely with respect to Article X hereof, *** , in his capacity as representative of the Company Stockholders pursuant to the Company Stockholder Letter Agreement (the “Stockholders’ Representative”). Capitalized terms used in this Agreement are defined in Section 12.1, or in the applicable Section of this Agreement.
