AGREEMENT AND PLAN OF MERGER among ATLAS CC ACQUISITION CORP., ATLAS MERGER SUB INC. and CUBIC CORPORATION Dated as of February 7, 2021Merger Agreement • February 9th, 2021 • Cubic Corp /De/ • Measuring & controlling devices, nec • New York
This AGREEMENT AND PLAN OF MERGER, dated as of February 7, 2021 (this “Agreement”), is made by and among Atlas CC Acquisition Corp., a Delaware corporation (“Parent”), Atlas Merger Sub Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Sub”), and Cubic Corporation, a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Annex I and other capitalized terms used in this Agreement are defined in the Sections where such terms first appear.
VOTING AGREEMENTVoting Agreement • February 9th, 2021 • Cubic Corp /De/ • Measuring & controlling devices, nec • Delaware
THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of February 7, 2021, by and among Cubic Corporation, a Delaware corporation (the “Company”), and each person identified on Exhibit A attached hereto (collectively, the “Stockholders” and each a “Stockholder”).
AMENDMENT NO. 1 TO RIGHTS AGREEMENTRights Agreement • February 9th, 2021 • Cubic Corp /De/ • Measuring & controlling devices, nec • Delaware
This AMENDMENT NO. 1 TO THE RIGHTS AGREEMENT (this “Amendment”) is dated as of February 7, 2021 and amends that certain Rights Agreement, dated as of September 20, 2020 (the “Rights Agreement”), by and between Cubic Corporation, a Delaware corporation (the “Company”), and Broadridge Corporate Issuer Solutions, Inc., a Pennsylvania corporation, as rights agent (the “Rights Agent”). Capitalized terms used in this Amendment and not otherwise defined herein have the meaning given to such terms in the Rights Agreement.
