AGREEMENT AND PLAN OF MERGER among PIPER JAFFRAY COMPANIES, (Parent) PIPER JAFFRAY & CO., (Buyer) PIPER JAFFRAY NEWCO INC., (Merger Sub) SEATTLE-NORTHWEST SECURITIES CORPORATION, (Company) KARL V. LEAVERTON (Shareholders’ Representative) and ALERUS...Agreement and Plan of Merger • April 17th, 2013 • Piper Jaffray Companies • Security brokers, dealers & flotation companies • Delaware
This Agreement and Plan of Merger (this “Agreement”), dated as of April 16, 2013, is made among Piper Jaffray Companies, a Delaware corporation (“Parent”), Piper Jaffray & Co., a Delaware corporation (“Buyer”), Piper Jaffray Newco Inc., a Washington corporation (“Merger Sub”), Seattle-Northwest Securities Corporation, a Washington corporation (the “Company”), Karl V. Leaverton, a resident of the State of Washington, in his capacity as the representative of the Shareholders (the “Shareholders’ Representative”), and Alerus Financial, National Association as special fiduciary to Seattle-Northwest Securities Corporation Employee Stock Ownership Plan and Trust, dated January 1, 2008, as amended (“Special Fiduciary” and, together with the Shareholders’ Representative, the “Designated Representatives”).
