AGREEMENT AND PLAN OF MERGER among SENTINEL ACQUISITION CORPORATION, SENTINEL ACQUISITION HOLDINGS INC. and GLOBAL DEFENSE TECHNOLOGY & SYSTEMS, INC. Dated as of March 2, 2011Agreement and Plan of Merger • March 3rd, 2011 • Global Defense Technology & Systems, Inc. • Services-engineering services • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of March 2, 2011, among Sentinel Acquisition Holdings Inc., a Delaware corporation (“Parent”), Sentinel Acquisition Corporation, a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”), and Global Defense Technology & Systems, Inc., a Delaware corporation (the “Company”).
GUARANTYGuaranty • March 3rd, 2011 • Global Defense Technology & Systems, Inc. • Services-engineering services • Delaware
This limited guaranty, dated as of March 2, 2011 (this “Guaranty”), by Ares Corporate Opportunities Fund III, L.P. (the “Guarantor”), is in favor of Global Defense Technology & Systems, Inc., a Delaware corporation (the “Company”). Reference is hereby made to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of the date hereof, among the Company, Sentinel Acquisition Holdings Inc., a Delaware corporation and a direct wholly owned subsidiary of the Guarantor (“Parent”) and Sentinel Acquisition Corporation, a Delaware corporation and a direct and wholly owned subsidiary of Parent (“Merger Sub”). Capitalized terms used herein but not otherwise defined shall have the respective meanings ascribed to them in the Merger Agreement.
ACOF LETTERHEAD]Global Defense Technology & Systems, Inc. • March 3rd, 2011 • Services-engineering services
Reference is made to the Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), by and among Sentinel Acquisition Holdings Inc., a Delaware corporation (“Parent”), Sentinel Acquisition Corporation, a Delaware corporation (“Merger Sub”) and Global Defense Technology & Systems, Inc., a Delaware corporation (the “Company”), pursuant to which Merger Sub, or its permitted assignees, will make a tender offer to purchase all of the outstanding shares of the Company Common Stock at the Offer Price and, thereafter, will be merged with and into the Company (the “Merger”). This letter is being delivered to Parent (with a copy to the Company) to induce the Company to enter into the Merger Agreement. Capitalized terms used but not defined herein have the meanings ascribed to them in the Merger Agreement.
TENDER AND VOTING AGREEMENTTender and Voting Agreement • March 3rd, 2011 • Global Defense Technology & Systems, Inc. • Services-engineering services • Delaware
This Tender and Voting Agreement (this “Agreement”), dated as of March 2, 2011, between the undersigned stockholder (“Stockholder”) of Global Defense Technology & Systems, Inc., a Delaware corporation (the “Company”), and Sentinel Acquisition Holdings Inc., a Delaware corporation (“Parent”).
