AGREEMENT AND PLAN OF MERGER by and among UNITE PARENT CORP., UNITE MERGER SUB CORP. and THE ULTIMATE SOFTWARE GROUP, INC. Dated as of February 3, 2019Agreement and Plan of Merger • February 4th, 2019 • Ultimate Software Group Inc • Services-prepackaged software • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of February 3, 2019 (this “Agreement”), by and among Unite Parent Corp., a Delaware corporation (“Parent”), Unite Merger Sub Corp., a Delaware corporation and indirect wholly owned Subsidiary of Parent (“Merger Sub”), and The Ultimate Software Group, Inc., a Delaware corporation (the “Company”).
AMENDMENT NO. 1 TO AMENDED AND RESTATED RIGHTS AGREEMENTRights Agreement • February 4th, 2019 • Ultimate Software Group Inc • Services-prepackaged software • Delaware
This Amendment No. 1, dated as of February 3, 2019 (this “Amendment”), by and between The Ultimate Software Group, Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., successor rights agent to BankBoston N.A. (the “Rights Agent”), amends the Amended and Restated Rights Agreement, dated as of October 19, 2018, by and between the Company and the Rights Agent (the “Rights Agreement”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
