AGREEMENT AND PLAN OF MERGER by and among TYLER TECHNOLOGIES, INC., DEDOMENA ACQUISITION, INC., SOCRATA, INC., AND THE STOCKHOLDERS’ REPRESENTATIVE IDENTIFIED HEREINAgreement and Plan of Merger • May 10th, 2018 • Tyler Technologies Inc • Services-prepackaged software • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of April 17, 2018, is by and among Tyler Technologies, Inc., a Delaware corporation (“Tyler”), Dedomena Acquisition, Inc., a Delaware corporation wholly owned by Tyler (“Merger Sub”) (Tyler and Merger Sub are sometimes collectively referred to as the “Tyler Entities” and individually as a “Tyler Entity”), Socrata, Inc., a Delaware corporation (“Socrata”), and Shareholder Representative Services LLC, a Colorado limited liability company (the “Stockholders’ Representative”), solely in its capacity as agent and attorney-in-fact for the Non-Series C Stockholders, the Participating Warrantholders, and the Participating Optionholders. Tyler, Merger Sub, Socrata, and the Stockholders’ Representative are sometimes referred to collectively herein as the “Parties” and individually as a “Party.”
