AGREEMENT AND PLAN OF MERGER BY AND AMONG EMS TECHNOLOGIES, INC., EMS ACQUISITIONS, INC., FORMATION, INC. AND NIM EVATT, SOLELY AS STOCKHOLDER REPRESENTATIVE Dated December 11, 2008Agreement and Plan of Merger • January 15th, 2009 • Ems Technologies Inc • Radio & tv broadcasting & communications equipment • New York
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated December 11, 2008, is made and entered into by and among EMS TECHNOLOGIES, INC., a Georgia corporation (the “Purchaser”), EMS ACQUISITIONS, INC., a New Jersey corporation and wholly owned subsidiary of the Purchaser (“Merger Sub”), FORMATION, INC., a New Jersey corporation (the “Company”), and, solely in his capacity as the Stockholder Representative (as defined below) hereunder, Nim Evatt. The Purchaser, Merger Sub and the Company are sometimes individually referred to in this Agreement as a “Party” and collectively as the “Parties.” Certain capitalized terms that are used in this Agreement are defined in Exhibit A.
