AGREEMENT AND PLAN OF MERGER OCTOBER 11, 2017 By and among DXC TECHNOLOGY COMPANY ULTRA SC INC. ULTRA FIRST VMS INC. ULTRA SECOND VMS LLC ULTRA KMS INC. VENCORE HOLDING CORP. KGS HOLDING CORP. THE SI ORGANIZATION HOLDINGS LLC and KGS HOLDING LLCMerger Agreement • October 13th, 2017 • DXC Technology Co • Services-computer processing & data preparation • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of October 11 (this “Agreement”), is made and entered into by and among DXC Technology Company, a Nevada corporation (“Delta”), Ultra SC Inc., a Nevada corporation and a direct, wholly owned Subsidiary of Delta (“Ultra”), Ultra First VMS Inc., a Delaware corporation and a direct, wholly owned Subsidiary of Ultra (“Vector Merger Corp”), Ultra Second VMS LLC, a Delaware limited liability company and a direct, wholly owned Subsidiary of Ultra (“Vector Merger LLC”), Ultra KMS Inc., a Delaware corporation and a direct, wholly owned Subsidiary of Ultra (“Kodiak Merger Sub”, and together with Vector Merger Corp and Vector Merger LLC, the “Merger Subs”, and each, a “Merger Sub”), Vencore Holding Corp., a Delaware corporation (“Vector”), KGS Holding Corp., a Delaware corporation (“Kodiak”), The SI Organization Holdings LLC, a Delaware limited liability company (the “Vector Stockholder”), and KGS Holding LLC, a Delaware limited liability company (the “
