AGREEMENT AND PLAN OF MERGER by and among INFOR (US), INC., GT TOPCO, LLC, APOLLO ACQUISITION SUB, INC., GT NEXUS, INC. and WARBURG PINCUS EQUITY PARTNERS LIQUIDATING TRUST, as Seller Representative August 10, 2015Merger Agreement • September 3rd, 2015 • Infor, Inc. • Services-prepackaged software • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of August 10, 2015 by and among Infor (US), Inc., a Delaware corporation (“Parent”), GT Topco, LLC, a Delaware limited liability company (“GT Topco”), Apollo Acquisition Sub, Inc., a Delaware corporation and a wholly owned subsidiary of GT Topco (“Merger Sub”), GT Nexus, Inc., a Delaware corporation (the “Company”), and Warburg Pincus Equity Partners Liquidating Trust, as Seller Representative (the “Seller Representative”). Capitalized terms in this Agreement have the respective meanings ascribed to them in this Agreement or in Annex A.
FORM OF STOCK ROLLOVER AND EQUITY PURCHASE AGREEMENTStock Rollover and Equity Purchase Agreement • September 3rd, 2015 • Infor, Inc. • Services-prepackaged software • Delaware
THIS STOCK ROLLOVER AND EQUITY PURCHASE AGREEMENT (this “Agreement”) is made as of August 10, 2015, by and among GT Topco, LLC, a Delaware limited liability company (the “Company”), the parties listed on, and identified as “Rollover Investors” on, Schedule A attached hereto, which shall be updated to reflect the addition of each Rollover Investor who executes and delivers a joinder to this Agreement (each a “Rollover Investor” and collectively, the “Rollover Investors”) and Infor (US), Inc., a Delaware corporation (the “Cash Investor” and, together with the Rollover Investors, the “Investors”). Capitalized terms used herein shall have the meanings ascribed to such terms in Section 7 of this Agreement, or if not defined herein, the meanings ascribed to such terms in the LLC Agreement.
