AGREEMENT AND PLAN OF MERGER Dated as of October 28, 2014 Among TASC PARENT CORPORATION, TOUCAN MERGER CORPORATION I, TOUCAN MERGER CORPORATION II, ENGILITY HOLDINGS, INC., NEW EAST HOLDINGS, INC. and EAST MERGER SUB, LLCAgreement and Plan of Merger • October 29th, 2014 • Engility Holdings, Inc. • Services-engineering services • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of October 28, 2014, among TASC Parent Corporation, a Delaware corporation (the “Company”), Toucan Merger Corporation I, a Delaware corporation (“Merger Sub One”), Toucan Merger Corporation II, a Delaware corporation and wholly-owned subsidiary of Merger Sub One (“Merger Sub Two”), Engility Holdings, Inc., a Delaware corporation (“Parent”), New East Holdings, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub Three”), and East Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of Merger Sub Three (“Merger Sub Four”).
VOTING AGREEMENTVoting Agreement • October 29th, 2014 • Engility Holdings, Inc. • Services-engineering services • Delaware
This Voting Agreement (this “Agreement”) is made and entered into as of October 28, 2014, by and among Engility Holdings, Inc., a Delaware corporation (“Parent”), and Birch Partners, LP, a Delaware limited partnership (the “Stockholder”), and, for purposes of Section 2.1 only, the KKR Investors (as defined below) and the GA Investors (as defined below).
