AGREEMENT AND PLAN OF MERGER DATED AS OF JULY 25, 2011 BY AND AMONG PARADIGM HOLDINGS, INC., CACI, INC. –FEDERAL, AND CACI NEWCO CORPORATIONMerger Agreement • July 27th, 2011 • Paradigm Holdings, Inc • Services-computer integrated systems design • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated as of July 25, 2011 (this “Agreement”) is by and among CACI, INC.—FEDERAL, a Delaware corporation (“Parent”); CACI Newco Corporation, a Nevada corporation and a wholly owned subsidiary of Parent (“Merger Sub”); and Paradigm Holdings, Inc., a Nevada corporation (the “Company”). Certain definitions of capitalized terms used in this Agreement but not otherwise defined herein are set forth in Exhibit A hereto.
STOCKHOLDER SUPPORT AGREEMENTStockholder Support Agreement • July 27th, 2011 • Paradigm Holdings, Inc • Services-computer integrated systems design • Nevada
This Stockholder Support Agreement (this “Agreement”) is entered into as of July 25, 2011, by and among Paradigm Holdings, Inc., a Nevada corporation (the “Company”), CACI, INC.—FEDERAL, a Delaware corporation (“Parent”), Hale Capital Partners, LP and EREF PARA, LLC (each a “Stockholder” and collectively the “Stockholders”). Each Stockholder executes this Agreement solely in such Stockholder’s capacity as a stockholder of the Company.
PREFERRED STOCK, WARRANT AND NOTE TERMINATION AGREEMENTPreferred Stock, Warrant and Note Termination Agreement • July 27th, 2011 • Paradigm Holdings, Inc • Services-computer integrated systems design • Nevada
This Preferred Stock, Warrant and Note Termination Agreement (this “Agreement”) is entered into as of July 25, 2011, by and among (i) Paradigm Holdings, Inc., a Nevada corporation (the “Company”), (ii) CACI, INC.—FEDERAL, a Delaware corporation (“Parent”) and (iii) Hale Capital Partners, LP and EREF PARA, LLC (each a “Holder” and collectively the “Holders”).
