AGREEMENT AND PLAN OF MERGER AND REORGANIZATION BY AND AMONG TWILIO INC., ZEUS MERGER SUB I, INC., ZEUS MERGER SUB II, LLC ZIPWHIP, INC., AND FORTIS ADVISORS LLC, AS STOCKHOLDER REPRESENTATIVE MAY 16, 2021Merger Agreement • July 30th, 2021 • Twilio Inc • Services-prepackaged software • Delaware
This Agreement And Plan Of Merger And Reorganization (this “Agreement”) is made and entered into as of May 16, 2021 (the “Agreement Date”), by and among Twilio Inc., a Delaware corporation (“Parent”), Zeus Merger Sub I, Inc., a Delaware corporation and a direct and wholly owned Subsidiary of Parent (“Merger Sub I”), Zeus Merger Sub II, LLC, a Delaware limited liability company and a direct and wholly owned Subsidiary of Parent (“Merger Sub II”, and together with Merger Sub I, the “Merger Subs”), Zipwhip, Inc., a Delaware corporation (the “Company”), and Fortis Advisors LLC, solely in its capacity as the representative of the Company Indemnitors (the “Stockholder Representative”). Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to them in Annex A.
