VOTING AGREEMENTVoting Agreement • January 12th, 2010 • Halifax Corp of Virginia • Services-computer programming, data processing, etc. • Virginia
WHEREAS, Parent proposes to enter into an Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), by and among Parent, its subsidiary Global Iron Acquisition, LLC (“Merger Sub”), and Halifax Corporation of Virginia (the “Company”), pursuant to which the Company would merge with and into Merger Sub (the “Merger”) and the Shareholders and the other shareholders in the Company would receive in exchange for each share of Company Common Stock, $1.20 in cash;
AGREEMENT AND PLAN OF MERGER BY AND AMONG GLOBAL IRON HOLDINGS, LLC A DELAWARE LIMITED LIABILITY COMPANY, GLOBAL IRON ACQUISITION, LLC, A DELAWARE LIMITED LIABILITY COMPANY AND HALIFAX CORPORATION OF VIRGINIA A VIRGINIA CORPORATION Dated January 6, 2010Merger Agreement • January 12th, 2010 • Halifax Corp of Virginia • Services-computer programming, data processing, etc. • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of January 6, 2010 by and among Global Iron Holdings, LLC, a Delaware limited liability company (“Parent”), Global Iron Acquisition, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Parent (“Merger Sub”), and Halifax Corporation of Virginia, a Virginia corporation (the “Company”), with respect to the facts and circumstances set forth below. Parent, Merger Sub and the Company may be referred hereinafter each as a “Party” or collectively as the “Parties.”
