AGREEMENT AND PLAN OF MERGER By and Among PAYLOCITY CORPORATION PROJECT ALPINE MERGER SUB, INC. AIRBASE INC. AND SHAREHOLDER REPRESENTATIVE SERVICES LLC, AS AGENT OF THE EQUITYHOLDERS Dated as of August 29, 2024Merger Agreement • September 4th, 2024 • Paylocity Holding Corp • Services-prepackaged software • Delaware
THIS AGREEMENT AND PLAN OF MERGER (the “Agreement”) is made as of August 29, 2024, by and among Paylocity Corporation, an Illinois corporation (“Purchaser”), Project Alpine Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Purchaser (“Merger Sub”), Airbase Inc., a Delaware corporation (the “Company”), and Shareholder Representative Services LLC, a Colorado limited liability company solely in its capacity as representative, agent and attorney-in-fact (“Agent”) of the holders of all of the outstanding shares of capital stock of the Company (collectively, the “Stockholders”) and other holders of rights to acquire equity in the Company (together with the Stockholders, the “Equityholders”).
