AGREEMENT AND PLAN OF MERGER BY AND AMONG WATERFALL HOLDINGS, INC., TRIMBLE INC. JEFFERSON MERGER SUB INC., AND THE REPRESENTATIVE NAMED HEREIN APRIL 23, 2018Agreement and Plan of Merger • April 24th, 2018 • Trimble Inc. • Measuring & controlling devices, nec • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of April 23, 2018, is made by and among (i) Waterfall Holdings, Inc., a Delaware corporation (the “Company”), (ii) Trimble Inc., a Delaware corporation (“Buyer”), (iii) Jefferson Merger Sub Inc., a Delaware corporation and wholly-owned Subsidiary of Buyer (“Merger Sub” and, together with the Company, the “Constituent Corporations”), and (iv) Bain Capital Private Equity, LP, a Delaware limited partnership, 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 XII below.
