EQUITY PURCHASE AND MERGER AGREEMENT BY AND AMONG FRONTLINE TECHNOLOGIES PARENT, LLC (A DELAWARE LIMITED LIABILITY COMPANY), ROPER T2 LLC (A DELAWARE LIMITED LIABILITY COMPANY), PROJECT FRANKLIN MERGER SUB LLC (A DELAWARE LIMITED LIABILITY COMPANY),...Equity Purchase and Merger Agreement • August 30th, 2022 • Roper Technologies Inc • Industrial instruments for measurement, display, and control • Delaware
THIS EQUITY PURCHASE AND MERGER AGREEMENT (as amended, this “Agreement”), dated as of August 30, 2022, is made by and among (i) Frontline Technologies Parent, LLC, a Delaware limited liability company (the ”Company”), (ii) Roper T2 LLC, a Delaware limited liability company (the ”Purchaser”), (iii) Project Franklin Merger Sub LLC, a Delaware limited liability company and wholly-owned subsidiary of the Purchaser (the ”Merger Sub”), (iv) Roper Operations Company II LLC, a Delaware limited liability company (the ”Blocker Purchaser”), (v) solely for purposes of Sections 7.01, 7.02, 7.05, 7.08 and 11.04, Roper Technologies, Inc., a Delaware corporation (the “Parent”), (vi) Frontline Technologies Blocker Manager, LLC, a Delaware limited liability company (“Blocker I Seller”), (vii) Thoma Bravo Fund XII-A, L.P. a Delaware limited partnership (“Blocker II Seller”), (viii) Insight Partners Continuation Fund, L.P., a Cayman Islands exempted limited partnership (“Blocker III Seller”), (ix) Insight
