AGREEMENT AND PLAN OF MERGER by and among PEROT SYSTEMS CORPORATION EAGLE DELAWARE CORP. J.J. WILD HOLDINGS, INC. J.J. WILD, INC. and CERTAIN STOCKHOLDERS OF J.J. WILD HOLDINGS, INC. August 10, 2007Merger Agreement • October 31st, 2007 • Perot Systems Corp • Services-computer processing & data preparation • Delaware
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of August 10, 2007, by and among Perot Systems Corporation, a Delaware corporation (“PSC”), Eagle Delaware Corp., a Delaware corporation (“Merger Sub”), J.J. Wild, Inc., a Massachusetts corporation (“JJW”), J.J. Wild Holdings, Inc., a Massachusetts corporation (“Holding”), the stockholders of Holding listed on the signature page hereto and all of the other stockholders of Holding who become bound to this Agreement by Joinder Agreements (individually, a “Stockholder” and collectively, the “Stockholders”), and JJW Distribution Services, LLC, a Delaware limited liability company, in the capacity as the representative of all of the stockholders of Holding (the “Stockholder Representative”). PSC and Merger Sub are referred to collectively as “Buyer.” Holding and JJW are referred to collectively as the “Companies” and the Companies and the Stockholders are referred to collectively as “Sellers.”
