AGREEMENT AND PLAN OF MERGER BY AND AMONG TYLER TECHNOLOGIES, INC., TMP SUBSIDIARY, INC., MP HOLDINGS PARENT, INC., AND THE REPRESENTATIVE IDENTIFIED HEREIN DATED AS OF JANUARY 31, 2019Merger Agreement • February 20th, 2019 • Tyler Technologies Inc • Services-prepackaged software • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of January 31, 2019, by and among (i) Tyler Technologies, Inc., a Delaware corporation (“Parent”), (ii) TMP Subsidiary, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), (iii) MP Holdings Parent, Inc., a Delaware corporation (the “Company”), and (iv) Arlington Capital Partners II, L.P., a Delaware limited partnership, solely in its capacity as representative for the Sellers (the “Representative”). Parent, Merger Sub, the Company and, as applicable, the Representative are sometimes referred to in this Agreement as a “Party” and collectively as the “Parties.” Capitalized terms that are used in this Agreement and not otherwise defined herein shall have the respective meanings ascribed to such terms in ARTICLE XI.
