AGREEMENT AND PLAN OF MERGERS BY AND AMONG PANGIAM ULTIMATE HOLDINGS, LLC (A DELAWARE LIMITED LIABILITY COMPANY), PANGIAM INTERMEDIATE HOLDINGS, LLC (A DELAWARE LIMITED LIABILITY COMPANY), PANGIAM MERGER SUB, INC. (A DELAWARE CORPORATION), PANGIAM...Agreement and Plan of Mergers • November 6th, 2023 • BigBear.ai Holdings, Inc. • Services-prepackaged software • Delaware
THIS AGREEMENT AND PLAN OF MERGERS (this “Agreement”), dated as of November 4, 2023, is made by and among (i) Pangiam Ultimate Holdings, LLC, a Delaware limited liability company (“Seller”), (ii) Pangiam Intermediate Holdings, LLC, a Delaware limited liability company (the “Company”), (iii) BigBear.ai Holdings, Inc., a Delaware corporation (“Parent”), (iv) Pangiam Merger Sub, Inc., a Delaware corporation and a direct wholly-owned Subsidiary of Parent (“Merger Sub”) and (v) Pangiam Purchaser, LLC, a Delaware limited liability company and a direct wholly-owned Subsidiary of Parent (“Purchaser”). Capitalized terms used and not otherwise defined herein have the meanings set forth in Article I.
BUSINESS COVENANTS AGREEMENTBusiness Covenants Agreement • November 6th, 2023 • BigBear.ai Holdings, Inc. • Services-prepackaged software
This BUSINESS COVENANTS AGREEMENT (this “Agreement”) is made and entered into as of November 4, 2023, by and among AE Industrial Partners, LP, a Delaware limited partnership (f/k/a AE Industrial Partners, LLC) (“AE Industrial Consultant”), AE Industrial Operating Partners, LLC, a Delaware limited liability company (“AE Operating Consultant”, and together with the AE Industrial Consultant, each a “Consultant” and collectively “AE”), and BigBear.ai Holdings, Inc., a Delaware corporation (“Parent”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Merger Agreement (as defined below).
