AGREEMENT AND PLAN OF MERGER by and among CUBIC CORPORATION, a Delaware corporation, LOCUS MERGER SUB, INC., a Delaware corporation, PIXIA CORP., a Delaware corporation, and FG PIXIA LLC, AS THE EQUITYHOLDER REPRESENTATIVE Dated: December 18, 2019Agreement and Plan of Merger • February 5th, 2020 • Cubic Corp /De/ • Measuring & controlling devices, nec • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of December 18, 2019 (the “Execution Date”), by and among Cubic Corporation, a Delaware corporation (the “Buyer”), Locus Merger Sub, Inc., a Delaware corporation (the “Merger Sub”), Pixia Corp., a Delaware corporation (the “Company”), and FG Pixia LLC, solely in its capacity as the representative of all of the Equityholders (defined below) (the “Equityholder Representative”). Capitalized terms used in this Agreement are defined in Exhibit A.
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • February 5th, 2020 • Cubic Corp /De/ • Measuring & controlling devices, nec • Delaware
THIS AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is made and entered into as of January 1, 2020 (the “Amendment Date”) by and among Cubic Corporation, a Delaware corporation (the “Buyer”), Locus Merger Sub, Inc., a Delaware corporation (the “Merger Sub”), Pixia Corp., a Delaware Corporation (the “Company”), and FG Pixia LLC, solely in its capacity as the representative of the Equityholders (the “Equityholder Representative”). Reference is made to that certain Agreement and Plan of Merger, dated as of December 18, 2019, by and among the Buyer, the Merger Sub, the Company and the Equityholder Representative (the “Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Agreement.
