AGREEMENT AND PLAN OF MERGER Dated as of DECEMBER 16, 2021 among BOTTOMLINE TECHNOLOGIES, INC. PROJECT RB PARENT, LLC and PROJECT RB MERGER SUB, INC.Merger Agreement • December 17th, 2021 • Bottomline Technologies Inc • Services-prepackaged software • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of December 16, 2021, among Bottomline Technologies, Inc., a Delaware corporation (the “Company”), Project RB Parent, LLC, a Delaware limited liability company (“Parent”), and Project RB Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”).
VOTING AGREEMENTVoting Agreement • December 17th, 2021 • Bottomline Technologies Inc • Services-prepackaged software • Delaware
This Voting Agreement (this “Agreement”) is made and entered into as of December 16, 2021 (the “Agreement Date”), by and among PROJECT RB PARENT, LLC, a Delaware limited liability company (“Parent”), BOTTOMLINE TECHNOLOGIES, INC., a Delaware corporation (the “Company”), and the stockholders of the Company listed on Schedule A and the signature pages hereto (each, a “Stockholder” and, collectively, the “Stockholders”). Each of Parent, the Company and the Stockholders are sometimes referred to herein as a “Party.”
