To: INX Employees From: Mark Hilz Subject: Presidio & INX Definitive AgreementINX Inc • November 1st, 2011 • Wholesale-computers & peripheral equipment & software
We are excited to announce that INX and Presidio have entered into a definitive agreement, whereby Presidio will acquire all of the outstanding common stock of INX. The INX Board of Directors has approved the transaction and now the transaction must be approved by the INX shareholders. We expect this transaction to close in early 2012. Presidio is an IT solutions provider with operations concentrated in the eastern U.S. This combination represents an opportunity for INX and Presidio to collectively change the landscape of our industry and be a preeminent national solutions integration company.
AGREEMENT AND PLAN OF MERGER among PRESIDIO, INC., INDIGO MERGER SUB, INC. and INX INC. Dated November 1, 2011Agreement and Plan of Merger • November 1st, 2011 • INX Inc • Wholesale-computers & peripheral equipment & software • Delaware
Defined Term Section or Exhibit 2003 Incentive Plan Section 1.7(a) Acceptable Confidentiality Agreement Section 5.3(a) Acquisition Proposal Section 5.3(a) affiliate Section 8.4(a) Agreement Preamble Applicable Law Section 1.4 Appraisal Shares Section 1.6(d) beneficial owner Section 8.4(b) Business Day Section 8.4(c) Certificates Section 1.8(b) Change in the INX Recommendation Section 5.3(c) Closing Section 1.2 Closing Date Section 1.2 Code Section 2.11(a) Computer Systems Section 2.15(e) Common Shares Recitals Confidentiality Agreement Section 5.2(b) Continuing Employees Section 5.9(a) control Section 8.4(d) controlled by Section 8.4(d) Cut-off Date Section 5.3(a) Delaware Law Recitals Effective Time Section 1.2 Environmental Laws Section 2.14(a) ERISA Section 2.11(a) ESPP Section 1.7(c) Exchange Act Section 2.5(b) Exchange Agent Section 1.8(a) Exchange Fund Section 1.8(a) Excluded Employment Agreements Section 2.11(b) Excluded Party Section 5.3(a) GAAP Section 2.1(b) Governmental Auth
