AGREEMENT AND PLAN OF MERGER among PERSEUS HOLDING CORP., 406 ACQUISITION CORP. and PEGASUS SOLUTIONS, INC. Dated as of December 19, 2005Agreement and Plan of Merger • December 20th, 2005 • Pegasus Solutions Inc • Services-computer processing & data preparation • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of December 19, 2005 (this “Agreement”), among Perseus Holding Corp., a Delaware corporation (“Parent”), 406 Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Pegasus Solutions, Inc., a Delaware corporation (the “Company”).
GUARANTYGuaranty • December 20th, 2005 • Pegasus Solutions Inc • Services-computer processing & data preparation • Delaware
This GUARANTY (this “Guaranty”) dated as of December 19, 2005 is entered into by and between Pegasus Solutions, Inc., a Delaware corporation (the “Company”) and Prides Capital Fund I, L.P. (the “Guarantor”). Capitalized terms used herein without definition have the meanings given to them in the Merger Agreement (as defined below).
