AGREEMENT AND PLAN OF MERGER by and among METROPOLIS TECHNOLOGIES, INC., SCHWINGER MERGER SUB INC. and SP PLUS CORPORATION Dated as of October 4, 2023Merger Agreement • October 5th, 2023 • SP Plus Corp • Services-auto rental & leasing (no drivers) • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated as of October 4, 2023 (this “Agreement”), is made by and among Metropolis Technologies, Inc., a Delaware corporation (“Parent”), Schwinger Merger Sub Inc., a Delaware corporation and a direct, wholly owned Subsidiary of Parent (“Merger Sub”), and SP Plus Corporation, a Delaware corporation (the “Company”). Defined terms used in this Agreement have the respective meanings ascribed to them by definition in this Agreement or in Appendix A.
AMENDED & RESTATED CEO EMPLOYMENT AGREEMENTCeo Employment Agreement • October 5th, 2023 • SP Plus Corp • Services-auto rental & leasing (no drivers) • Illinois
SP Plus Corporation, a Delaware corporation (the “Company”) and G Marc Baumann (the “Executive”, and together with the Company, collectively the “Parties”) agree to enter into this Amended and Restated CEO Employment Agreement (this “Agreement”), dated as of October 4, 2023 (“Effective Date”) as follows.
FULL NAME] [TITLE] [ADDRESS] Re: Tax Reimbursement Agreement Dear [NAME]:Tax Reimbursement Agreement • October 5th, 2023 • SP Plus Corp • Services-auto rental & leasing (no drivers) • Delaware
As you may know, Metropolis Technologies, Inc., a Delaware corporation (“Parent”), Schwinger Merger Sub Inc., a Delaware corporation and a direct, wholly owned Subsidiary of Parent (“Merger Sub”), and SP Plus Corporation, a Delaware corporation (the “Company”), are entering into the Agreement and Plan of Merger, on or about October 4, 2023 (as amended, modified, or supplemented from time to time, the “Merger Agreement” and the transactions contemplated by the Merger Agreement, collectively, the “Transaction”), whereby Merger Sub shall be merged with and into the Company, with the Company continuing as the surviving corporation.
