AGREEMENT AND PLAN OF MERGER by and among MICHAEL BAKER CORPORATION, INTEGRATED MISSIONS SOLUTIONS, LLC and PROJECT STEEL MERGER SUB, INC. Dated as of July 29, 2013Merger Agreement • July 30th, 2013 • Michael Baker Corp • Services-management services • Pennsylvania
This is an AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of July 29, 2013, by and among Michael Baker Corporation, a Pennsylvania corporation (the “Company”), Integrated Mission Solutions, LLC, a Delaware limited liability company (“Parent”), and Project Steel Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”). Capitalized terms used in this Agreement and not defined where first used have the respective meanings ascribed to them in Annex A.
FACILITATION AGREEMENTFacilitation Agreement • July 30th, 2013 • Michael Baker Corp • Services-management services
This FACILITATION AGREEMENT (this “Agreement”), dated as of July 29, 2013, is entered into by and among Michael Baker Corporation, a Pennsylvania corporation (the “Company”), Integrated Mission Solutions, LLC, a Delaware limited liability company (“Parent”), Project Steel Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), and Thomas J. Campbell, an individual (the “Shareholder”).
