AGREEMENT AND PLAN OF MERGER Dated as of January 26, 2016 By and Among LOCKHEED MARTIN CORPORATION, ABACUS INNOVATIONS CORPORATION, LEIDOS HOLDINGS, INC. and LION MERGER CO.Merger Agreement • January 27th, 2016 • Lockheed Martin Corp • Guided missiles & space vehicles & parts • New York
This Agreement and Plan of Merger (together with the Disclosure Letters and Exhibits hereto, this “Agreement”) is made as of the 26th day of January 2016, by and among Lockheed Martin Corporation, a Maryland corporation (“LMC”), Abacus Innovations Corporation, a Delaware corporation and wholly owned Subsidiary of LMC (“Spinco”), Leidos Holdings, Inc., a Delaware corporation (“RMT Parent”), and Lion Merger Co., a Delaware corporation and direct, wholly owned Subsidiary of RMT Parent (“Merger Sub”). Each of LMC, Spinco, RMT Parent and Merger Sub is sometimes referred to individually as a “Party” and collectively they are sometimes referred to as the “Parties.”
