AGREEMENT AND PLAN OF MERGER BY AND AMONG GLOBAL BUSINESS TRAVEL GROUP, INC., CAPE MERGER SUB I LLC, CAPE MERGER SUB II LLC, CWT HOLDINGS, LLC AND REDWOOD DRAWDOWN PARTNERS III, LLC, AS MEMBER REPRESENTATIVE Dated as of March 24, 2024Agreement and Plan of Merger • March 25th, 2024 • Global Business Travel Group, Inc. • Transportation services • Delaware
This AGREEMENT AND PLAN OF MERGER, dated March 24, 2024 (this “Agreement”), is made and entered into by and among Global Business Travel Group, Inc., a Delaware corporation (“Parent”), Cape Merger Sub I LLC, a Delaware limited liability company and an indirect subsidiary of Parent (“Merger Sub I”), Cape Merger Sub II LLC, a Delaware limited liability company and an indirect subsidiary of Parent (“Merger Sub II” and, together with Merger Sub I, the “Merger Subs”), CWT Holdings, LLC, a Delaware limited liability company (the “Company”), and Redwood Drawdown Partners III, LLC, a Delaware limited liability company, solely in its capacity as the representative of the equityholders of the Company (the “Member Representative”). Each of the parties to this Agreement is individually referred to herein as a “Party” and collectively as the “Parties.” Certain other capitalized terms used in this Agreement are defined below or in Annex A.
