Agreement and Plan of Merger by and among T2 Systems Parent Corporation, and the Representative named herein November 1, 2021Merger Agreement • November 2nd, 2021 • VERRA MOBILITY Corp • Transportation services • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of November 1, 2021, is made by and among (i) T2 Systems Parent Corporation, a Delaware corporation (the “Company”), (ii) VM Consolidated, Inc., a Delaware corporation (“Buyer”), (iii) Project Titan Merger Sub, Inc., a Delaware corporation and wholly‑owned Subsidiary of Buyer (“Merger Sub” and, together with the Company, the “Constituent Corporations”), and (iv) Thoma Bravo Discover Fund, L.P., a Delaware limited partnership, solely in its capacity as representative as set forth in this Agreement (the “Representative”). Capitalized terms used and not otherwise defined herein have the meanings set forth in ARTICLE XI below. “Party” as used herein means, individually, each of the Company, Buyer, Merger Sub and, solely in such capacity, the Representative (and all are collectively referred to herein as the “Parties”).
