AGREEMENT AND PLAN OF MERGER between CDI CORP. NOVA INTERMEDIATE PARENT, LLC and NOVA MERGER SUB, INC. JULY 31, 2017Agreement and Plan of Merger • August 1st, 2017 • Cdi Corp • Services-help supply services • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated July 31, 2017, is entered into between CDI Corp., a Pennsylvania corporation (the “Company”), Nova Intermediate Parent, LLC, a Delaware limited liability company (“Parent”), and Nova Merger Sub, Inc., a Pennsylvania corporation and a wholly owned subsidiary of Parent (“Merger Sub”).
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • August 1st, 2017 • Cdi Corp • Services-help supply services • Delaware
This TENDER AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of [•], 2017 by and between Nova Intermediate Parent, LLC, a Delaware limited liability Company (“Parent”), Nova Merger Sub, Inc., a Pennsylvania corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and the undersigned stockholder (the “Stockholder”) of [NOVA], a Pennsylvania corporation (the “Company”).
WAIVERWaiver • August 1st, 2017 • Cdi Corp • Services-help supply services • New York
THIS WAIVER (“Waiver”) is made as of July 28, 2017 (the “Effective Date”) by and among CDI CORP. (the “Company” or the “Lead Borrower”), CDI CORPORATION (the “U.S. Subsidiary”), CDI PROFESSIONAL SERVICES, LTD. (the “Canadian Subsidiary”), the other Borrowers (as defined in the Credit Agreement referred to below) party hereto, the Lenders (as defined in the Credit Agreement referred to below) party hereto and BANK OF AMERICA, N.A., in its capacity as administrative agent for the Lenders (“Administrative Agent”).
AE Industrial Partners Fund I, L.P. AE Industrial Partners Fund I-A, L.P. AE Industrial Partners Fund I-B, L.P. Boca Raton, FL 33431 July 31, 2017Letter Agreement • August 1st, 2017 • Cdi Corp • Services-help supply services
This letter agreement (this “Agreement”) sets forth the commitment of AE Industrial Partners Fund I, L.P., AE Industrial Partners Fund I-A, L.P. and AE Industrial Partners Fund I-B (each, an “Investor” and collectively, the “Investors”), subject to the terms and conditions hereof, to purchase, or cause an assignee to purchase, directly or indirectly, equity securities of Nova Parent, LLC, a Delaware limited liability company (“Parent”). It is contemplated that pursuant to the Agreement and Plan of Merger (as it may be amended from time to time, the “Merger Agreement”), dated as of the date hereof, among Parent, CDI Corp., a Pennsylvania corporation (the “Company”), and Nova Merger Sub, Inc., a Pennsylvania corporation and wholly-owned subsidiary of Parent (“Merger Sub”), Parent shall acquire the Company, through the merger of Merger Sub with and into the Company. This Agreement is being delivered to Parent to induce the Company to enter into the Merger Agreement. Capitalized terms used
