AGREEMENT AND PLAN OF MERGER BY AND AMONG TEMPO AUTOMATION, INC., ASPEN ACQUISITION SUB, INC., COMPASS AC HOLDINGS, INC., AND COMPASS GROUP DIVERSIFIED HOLDINGS LLC, AS SELLERS REPRESENTATIVE OCTOBER 13, 2021Agreement and Plan of Merger • October 14th, 2021 • Compass Group Diversified Holdings LLC • Miscellaneous products of petroleum & coal • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of October 13, 2021 (the “Agreement Date”), by and among TEMPO AUTOMATION, INC., a Delaware corporation (“Buyer”); ASPEN ACQUISITION SUB, INC., a Delaware corporation and wholly owned direct subsidiary of Buyer (“Merger Sub”), COMPASS AC HOLDINGS, INC., a Delaware corporation (the “Company”); and COMPASS GROUP DIVERSIFIED HOLDINGS LLC, a Delaware limited liability company solely in its capacity as the representative of the Selling Securityholders (in its capacity as such, the “Sellers Representative”). Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to them in Annex A.
