AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • August 21st, 2008 • National Technical Systems Inc /Ca/ • Services-testing laboratories • California
This AGREEMENT AND PLAN OF MERGER (this "Agreement") dated as of June 6, 2008, is by and among National Technical Systems, Inc., a California corporation ("Parent"), NTS Acquisition Corp., a California corporation and wholly owned subsidiary of Parent ("Merger Subsidiary"), ELA, LLC, a California limited liability company and wholly owned subsidiary of Parent ("Double Merger Subsidiary"), Elliott Laboratories, Inc., a California corporation (the "Company"), Thomas H. Parker ("Parker"), Edward J. Pavlu, III ("Pavlu"), Barry W. Klinger ("Klinger"), Gerard J. Grenier ("Grenier"), Thomas E. Wetzel ("Wetzel"), David W. Bare ("Bare"),and The Gerard J. Grenier Revocable Trust U/A/D July 24, 1986, as amended (the "Grenier Trust"), the holders of 100% of the outstanding capital stock of the Company (the "Shareholders"), and solely for certain purposes of this Agreement, Gerard J. Grenier in his capacity as the "Shareholders' Representative." Parent, Merger Subsidiary, Double Merger Subsidiary,
