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, 2016Agreement and Plan of Merger • 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.
