AGREEMENT AND PLAN OF MERGER AMONG GRAY HAWK SYSTEMS, INC., CERTAIN SHAREHOLDERS OF GRAY HAWK SYSTEMS, INC., PROJECT OWL, INC., MANTECH INTERNATIONAL CORPORATION AND THE SHAREHOLDER REPRESENTATIVE DATED AS OF MAY 3, 2005Agreement and Plan of Merger • May 4th, 2005 • Mantech International Corp • Services-management services • Virginia
THIS AGREEMENT AND PLAN OF MERGER is made this 3rd day of May, 2005 (hereinafter, the “Agreement”), by and among GRAY HAWK SYSTEMS, INC., a Virginia corporation (the “Company”), certain of the shareholders of the Company set forth on the signature page hereto (“Shareholder Parties”), PROJECT OWL, INC., a newly incorporated Virginia corporation and wholly owned subsidiary of Buyer (“Merger Sub”), MANTECH INTERNATIONAL CORPORATION, a Delaware corporation (“Buyer”) and Harry M. Howton, in his capacity as the Shareholder Representative (the “Shareholder Representative” and, collectively, with the Company, the Shareholders (as defined below), Merger Sub and Buyer, the “Merger Parties”).
