AGREEMENT AND PLAN OF MERGER BY AND AMONG CAPROCK HOLDINGS, INC., CANYON MERGER CORP., HARRIS CORPORATION, (and solely for the purposes set forth herein) CERTAIN OF THE STOCKHOLDERS OF CAPROCK HOLDINGS, INC. and ABRY PARTNERS V, L.P. MAY 21, 2010Agreement and Plan of Merger • May 27th, 2010 • Harris Corp /De/ • Search, detection, navagation, guidance, aeronautical sys • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into this 21th day of May, 2010, by and among CAPROCK HOLDINGS, INC., a Delaware corporation (the “Company”), HARRIS CORPORATION, a Delaware corporation (“Parent”), CANYON MERGER CORP., a Delaware corporation (“Merger Sub”) and, solely for purposes of Sections 7.11, 9.1 and 9.8, the holders of the issued and outstanding Equity Securities of the Company party hereto as of the date of this Agreement (collectively, the “Major Stockholders”) and, for purposes of the provisions hereof that apply to the Stockholder Representative, ABRY PARTNERS V, L.P., a Delaware limited partnership. Capitalized terms not otherwise defined herein shall have the meaning set forth in Section 11.2 hereof.
