AGREEMENT AND PLAN OF MERGER among: Computer Task Group, Incorporated, a New York corporation; Cegeka Groep NV, a Belgian limited liability company; and Chicago Merger Sub, Inc., a New York corporation Dated as of August 9, 2023Merger Agreement • August 9th, 2023 • Computer Task Group Inc • Services-computer programming services • New York
THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of August 9, 2023 by and among: Cegeka Groep NV, a Belgian limited liability company (“Parent”); Chicago Merger Sub, Inc., a New York corporation and wholly-owned subsidiary of Parent (“Merger Sub”); and Computer Task Group, Incorporated, a New York corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 9th, 2023 • Computer Task Group Inc • Services-computer programming services • New York
AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENT, dated as of August 8, 2023 (this “Amendment No. 1”), is by and among Computer Task Group, Inc., a New York corporation (“Parent” or “US Borrower”), the Subsidiaries of Parent identified on the signature pages hereto as “Borrowers” (each, together with Parent, a “Borrower”, and individually and collectively, jointly and severally, the “Borrowers”), the Subsidiaries of Parent identified on the signature pages hereto as “Guarantors” (each, a “Guarantor” and individually and collectively, jointly and severally, the “Guarantors”, and together with Borrowers, individually, a “Loan Party” and collectively, “Loan Parties”), the financial institutions from time to time party to the Loan Agreement (as defined below) as lenders (collectively, “Lenders”), and Bank of America, N.A., a national banking association, in its capacity as collateral agent and administrative agent (in such capacity, “Agent”) for itself, the Lenders and the other Secured Part
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • August 9th, 2023 • Computer Task Group Inc • Services-computer programming services • New York
This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of August 9, 2023, is entered into by and among Cegeka Groep NV, a Belgian limited liability company (“Parent”), Chicago Merger Sub, Inc., a New York corporation and wholly-owned subsidiary of Parent (“Merger Sub”), and each of the individuals or entities set forth on Schedule A (each, a “Shareholder”). All terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
