TENDER AND SUPPORT AGREEMENTTender and Support Agreement • March 27th, 2018 • Cartesian, Inc. • Services-management consulting services • Delaware
This TENDER AND SUPPORT AGREEMENT (this "Agreement"), dated as of March 21, 2018, is entered into by and among Cartesian Holdings, LLC, a Delaware limited liability company ("Parent"), Cartesian Holdings, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Purchaser"), and each of the persons set forth on Schedule A hereto (each, a "Stockholder"). All terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
AMENDMENT NO. 2 TO AMENDED AND RESTATED RIGHTS AGREEMENTRights Agreement • March 27th, 2018 • Cartesian, Inc. • Services-management consulting services • Delaware
THIS AMENDMENT NO. 2 TO AMENDED AND RESTATED RIGHTS AGREEMENT, dated as of March 21, 2018 (this "Amendment"), between Cartesian, Inc. (f/k/a/ The Management Network Group, Inc.), a Delaware corporation (the "Company"), and Computershare Trust Company, N.A., as Rights Agent (the "Rights Agent").
AGREEMENT AND PLAN OF MERGER by and among CARTESIAN, INC., CARTESIAN HOLDINGS, LLC, andMerger Agreement • March 27th, 2018 • Cartesian, Inc. • Services-management consulting services • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of March 21, 2018 (as amended, supplemented or otherwise modified from time to time, and together with all exhibits and schedules hereto, this "Agreement"), is entered into by and among Cartesian Holdings, LLC, a Delaware limited liability company ("Parent"), Cartesian, Inc., a Delaware corporation (the "Company"), Cartesian Holdings, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub").
