AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • April 3rd, 2014 • Global Payments Inc • Services-business services, nec • Delaware
THIS AGREEMENT AND PLAN OF MERGER (“Agreement”), dated as of January 23, 2014 (“Agreement Date”), is made by and among Payment Processing, Inc., a California corporation (the “Company”), Global Payments Inc., a Georgia corporation (the “Purchaser”), Puma Acquisition Corp., a Delaware corporation and wholly owned subsidiary of the Purchaser (the “Merger Sub”), PPI Representative, LLC, solely in its capacity as the representative for the Common Security Holders (the “Representative”), Tranquilo Management, LLC, solely in its capacity as Trustee of Buenas Olas Trust, and Charles R. Smith and Maryanne Elizabeth Smith, or their successors, as Trustees of the 2003 Charles and Maryanne Smith Family Trust dated September 25, 2003 (collectively, the “Management Shareholders”), Joseph Monteil, Philip Wimberly, Charles Riegel and John Myers (collectively, the “Management Optionholders”), and Charles R. Smith, individually. The Management Shareholders are a party to this Agreement solely for purpo
