AGREEMENT AND PLAN OF MERGER BY AND AMONG TYCO INTERNATIONAL LTD., BARRICADE MERGER SUB, INC., BRINK’S HOME SECURITY HOLDINGS, INC. AND SOLELY FOR PURPOSES OF SECTIONS 9.8, 9.9(C) AND 9.10, ADT SECURITY SERVICES, INC. Dated as of January 18, 2010Merger Agreement • January 19th, 2010 • Brink's Home Security Holdings, Inc. • Services-miscellaneous business services • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated as of January 18, 2010 (this “Agreement”), is by and among TYCO INTERNATIONAL LTD., a corporation limited by shares (Aktiengesellschaft) organized under the laws of Switzerland (“Parent”), BARRICADE MERGER SUB, INC., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”), BRINK’S HOME SECURITY HOLDINGS, INC., a Virginia corporation (the “Company”), and, solely for purposes of Sections 9.8, 9.9(c) and 9.10, ADT SECURITY SERVICES, INC., a Delaware corporation and wholly owned subsidiary of Parent (“ADT Security Services”). Unless the context clearly indicates otherwise, capitalized terms used in this Agreement are defined in Section 9.1.
