AGREEMENT AND PLAN OF MERGER by and among VIA HOLDINGS I, INC., BELDEN INC., TAHOE MERGERSUB, INC. and THOMA BRAVO, LLC, as Representative of the Stockholders and Optionholders December 9, 2014Merger Agreement • December 12th, 2014 • Belden Inc. • Drawing & insulating of nonferrous wire • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of December 9, 2014, is made by and among VIA Holdings I, Inc., a Delaware corporation (the “Company”), Belden, Inc., a Delaware corporation (“Parent”), Tahoe MergerSub, Inc., a Delaware corporation and wholly owned Subsidiary of Parent (the “Merger Sub”), and Thoma Bravo, LLC, a Delaware limited liability company, solely in its capacity as representative for the Company’s Stockholders and Optionholders (the “Representative”). Capitalized terms used and not otherwise defined herein have the meanings set forth in Article XI below.
