Exhibit 2.1
PLAN OF CONVERSION
Converting
EngageSmart, LLC
(a Delaware limited liability company)
to
EngageSmart, Inc.
(a Delaware corporation)
THIS PLAN OF CONVERSION (this “Plan”), dated as of September 22, 2021, is hereby adopted and approved by EngageSmart, LLC, a limited liability company formed under the laws of Delaware (the “LLC”), to set forth the terms, conditions and procedures governing the conversion of the LLC to a Delaware corporation to be named EngageSmart, Inc. (the “Corporation”) pursuant to Section 18-216 of the Delaware Limited Liability Company Act (the “DLLCA”) and Section 265 of the Delaware General Corporation Law (the “DGCL”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings ascribed to such terms in the Second Amended and Restated Limited Liability Company Agreement of the LLC, dated as of February 11, 2019 (the “LLC Agreement”), by and among the LLC and the Members.
WHEREAS, the LLC is a limited liability company formed and existing under the laws of the State of Delaware and is currently governed by and operating under the LLC Agreement;
WHEREAS, the Board of the LLC (the “Board”), in connection with a proposed public offering (the “IPO”) of common stock by the Corporation (as defined below), has determined that it is in the best interests of the LLC for the LLC to convert to a Delaware corporation pursuant to Section 18-216 of the DLLCA and Section 265 of the DGCL upon the terms and conditions and in accordance with the procedures set forth herein, and the Board has authorized and approved the IPO and the Conversion (as defined below) and the execution, delivery and filing of any and all instruments, certificates and documents necessary or desirable in connection therewith;
WHEREAS, pursuant to Section 13.1 of the LLC Agreement, the Board and the requisite Shareholders have approved and adopted this Plan, the Conversion (as defined below) and the other transactions contemplated by this Plan; and
WHEREAS, in connection with the Conversion, (i) all outstanding limited liability company interests of the LLC, which are represented by Class A-1 Common Shares (as defined in the LLC Agreement), shall be converted into shares of Class A-1 Common Stock (as defined below) as provided in this Plan and the Certificate of Incorporation, (ii) all outstanding limited liability company interests of the LLC, which are represented by Class A-2 Common Shares (as defined in the LLC Agreement), shall be converted into shares of Class A-2 Common Stock (as defined below) as provided in this Plan and the Certificate of Incorporation and (iii) all outstanding limited liability company interests of the LLC, which are represented by Class A-3 Common Shares (as defined in the LLC Agreement), shall be converted into shares of Class A-3 Common Stock (as defined below) as provided in this Plan and the Certificate of Incorporation.
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NOW, THEREFORE, the LLC does hereby adopt this Plan to effectuate the conversion of the LLC to the Corporation as follows:
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(i) each Class A-1 Common Share of the LLC that is outstanding immediately prior to the Effective Time shall be converted into one (1) share of Class A-1 common stock, par value $0.001 per share, of the Corporation (“Class A-1 Common Stock”), and as of the Effective Time each such share of Class A-1 Common Stock shall be duly and validly issued, fully paid and nonassessable;
(ii) each Class A-2 Common Share of the LLC that is outstanding immediately prior to the Effective Time shall be converted into one (1) share of Class A-2 Common Stock (“Class A-2 Common Stock”) and as of the Effective Time each such share of Class A-2 Common Stock shall be duly and validly issued, fully paid and nonassessable; and
(iii) each Class A-3 Common Share of the LLC that is outstanding immediately prior to the Effective Time shall be converted into one (1) share of Class A-3 Common Stock (“Class A-3 Common Stock”) and as of the Effective
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Time each such share of Class A-3 Common Stock shall be duly and validly issued, fully paid and nonassessable.
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IN WITNESS WHEREOF, the LLC has caused this Plan to be executed by its duly authorized representative as of the date first stated above.
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EngageSmart, LLC
By: /s/ Robert P. Bennett
Name: Robert P. Bennett
Title: Chief Executive Officer
[Signature Page to Plan of Conversion]
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