AGREEMENT AND PLAN OF MERGER by and among UPBOUND GROUP, INC., FORTUNA MERGER SUB, INC., BRIDGE IT, INC. and SHAREHOLDER REPRESENTATIVE SERVICES LLC, solely in its capacity as the Representative December 12, 2024Merger Agreement • December 12th, 2024 • Upbound Group, Inc. • Services-equipment rental & leasing, nec • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of December 12, 2024, is made by and among Upbound Group, Inc., a Delaware corporation (“Parent”), Fortuna Merger Sub, Inc., a Delaware corporation and wholly owned Subsidiary of Parent (“Merger Sub”), Bridge IT, Inc., a Delaware corporation (the “Company”), and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the representative, agent and attorney-in-fact of the Company Securityholders (the “Representative”). Parent, Merger Sub and the Company, and, solely in its capacity as the representative for the Company Securityholders and solely to the extent applicable, the Representative, are referred to herein from time to time as a “Party” and collectively as the “Parties”. Capitalized terms used and not otherwise defined herein have the meanings set forth in Article VIII.
