AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • April 28th, 2020 • Rapid7, Inc. • Services-prepackaged software • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of April 24, 2020 (“Agreement Date”) by and among (i) Rapid7 Inc., a Delaware corporation (the “Ultimate Parent”), (ii) Rapid7 LLC, a Delaware limited liability company and wholly-owned subsidiary of the Ultimate Parent (“Purchaser”), (iii) Stratus Acquisition, Inc., a Delaware corporation (“Merger Sub”), (iv) Divvy Cloud Corporation, a Delaware corporation (“Company”), and (v) Fortis Advisors LLC, a Delaware limited liability company, as representative of the holders of equity securities of the Company (the “Equityholder Representative”). The Ultimate Parent, Purchaser, Merger Sub, Company, and the Equityholder Representative are sometimes referred to throughout this Agreement individually as a “Party” and collectively as the “Parties.” Certain other capitalized terms used in this Agreement are defined in Exhibit A.
