AGREEMENT AND PLAN OF MERGER by and among PROJECT DIAMOND HOLDINGS CORPORATION, ROPER TECHNOLOGIES, INC., DASH I, INC., and THOMA BRAVO, LLC, as Representative of the Stockholders and Optionholders December 6, 2016Agreement and Plan of Merger • December 6th, 2016 • Roper Technologies Inc • Industrial instruments for measurement, display, and control • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of December 6, 2016, is made by and among Project Diamond Holdings Corporation, a Delaware corporation (the “Company”), Roper Technologies, Inc., a Delaware corporation (“Parent”), Dash I, Inc., a Delaware corporation and wholly owned Subsidiary of Parent (“Merger Sub”), and Thoma Bravo, LLC, a Delaware limited liability company, solely in its capacity as representative of the Company’s Stockholders and Optionholders (the “Representative”). Each of the Company, Merger Sub, Parent and, to the extent applicable, Representative, is sometimes referred to herein as a “Party” and, collectively, the “Parties.” Capitalized terms used and not otherwise defined herein have the meanings set forth in Article XI below.
