AGREEMENT AND PLAN OF MERGER by and among AB CAPITAL HOLDINGS LLC, AB MERGER SUB LLC, ALLIED SECURITY HOLDINGS LLC, SPECTAGUARD HOLDING CORPORATION and MACANDREWS & FORBES HOLDINGS INC. (solely for purposes of Sections 6.4 and 6.14) Dated as of July...Agreement and Plan of Merger • August 6th, 2008 • Allied Security Holdings LLC • Services-detective, guard & armored car services • Delaware
THIS AGREEMENT AND PLAN OF MERGER is made and entered into as of the 24th day of July, 2008 (this “Agreement”), by and among AB CAPITAL HOLDINGS LLC, a Delaware limited liability company (“Purchaser”), AB MERGER SUB LLC, a Delaware limited liability company (“Merger Sub”), ALLIED SECURITY HOLDINGS LLC (“Company”), a Delaware limited liability company, SPECTAGUARD HOLDING CORPORATION, a Delaware corporation (the “Principal Equity Holder”) and, solely for purposes of Sections 6.4 and 6.14 hereof, MACANDREWS & FORBES HOLDINGS INC., a Delaware corporation (“MacAndrews & Forbes”).
