AGREEMENT AND PLAN OF MERGER among AEGION CORPORATION and PUAC, INC. and UNDERGROUND SOLUTIONS, INC. and UGSI SOLUTIONS, INC. and FORTIS ADVISORS LLC dated as of January 4, 2016Merger Agreement • January 8th, 2016 • Aegion Corp • Water, sewer, pipeline, comm & power line construction • Delaware
This Agreement and Plan of Merger (this “Agreement”), dated as of January 4, 2016, is entered into among Aegion Corporation, a Delaware corporation (“Parent”), PUAC, Inc., a Delaware corporation (“Merger Sub”), Underground Solutions, Inc., a Delaware corporation (“Company”), and Fortis Advisors LLC, a Delaware limited liability company, solely in its capacity as Stockholder Representative (“Stockholder Representative”). UGSI Solutions, Inc., a Delaware corporation (the “Excluded Subsidiary Holding Company”), is a party to this agreement solely for purposes of Sections 2.11(d), 2.17(d)(v), 2.17(d)(vi), 5.12, 5.13, 6.02, 6.03, 6.08, 8.06(c), 10.03 and 10.11.
