Agreement and Plan of Merger by and among Arena Holdings, Inc., PTC Inc., Astronauts Merger Sub, Inc., and the Representative named herein December 12, 2020Merger Agreement • December 14th, 2020 • PTC Inc. • Services-prepackaged software • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of December 12, 2020, is made by and among (i) Arena Holdings, Inc., a Delaware corporation (the “Company”), (ii) PTC Inc., a Massachusetts corporation (“Buyer”), (iii) Astronauts Merger Sub, Inc., a Delaware corporation and wholly‑owned Subsidiary of Buyer (“Merger Sub” and, together with the Company, the “Constituent Corporations”), and (iv) Fortis Advisors LLC, a Delaware limited liability company, solely in its capacity as representative as set forth in this Agreement (the “Representative”). Capitalized terms used and not otherwise defined herein have the meanings set forth in ARTICLE XI below. “Party” as used herein means, individually, each of the Company, Buyer, Merger Sub and, solely in such capacity, the Representative (and all are collectively referred to herein as the “Parties”).
