AGREEMENT AND PLAN OF MERGER by and among iPIPELINE HOLDINGS, INC. ROPER TECHNOLOGIES, INC., PROJECT PURPOSE MERGER SUB INC. and THOMA BRAVO, LLC, as Representative of the Stockholders and Optionholders August 5, 2019Agreement and Plan of Merger • August 19th, 2019 • Roper Technologies Inc • Industrial instruments for measurement, display, and control • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of August 5, 2019, is made by and among iPipeline Holdings, Inc., a Delaware corporation (the "Company"), Roper Technologies, Inc., a Delaware corporation ("Parent"), Project Purpose Merger Sub Inc., a Delaware corporation and wholly-owned Subsidiary of Parent ("Merger Sub"), and Thoma Bravo, LLC, a Delaware limited liability company, solely in its capacity as representative for the Company's Stockholders and Optionholders (the "Representative"). Capitalized terms used and not otherwise defined herein have the meanings set forth in Article X below.
