AGREEMENT AND PLAN OF MERGER by and among VROOM, INC., VROOM FINANCE CORPORATION, Unitas Holdings Corp. and FORTIS ADVISORS LLC (solely in its capacity as the Equityholders’ Representative) Dated as of October 11, 2021Merger Agreement • October 12th, 2021 • Vroom, Inc. • Retail-auto dealers & gasoline stations • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of October 11, 2021, is made by and among Vroom, Inc., a Delaware corporation (“Parent”), Vroom Finance Corporation, a Delaware corporation and an indirect wholly-owned Subsidiary of Parent (“Merger Sub”), Unitas Holdings Corp., a Delaware corporation (the “Company”), and Fortis Advisors LLC, a Delaware limited liability company, solely in its capacity as the equityholders’ representative (the “Equityholders’ Representative”).
