Exhibit 2.1 Execution Version Agreement and Plan of Merger by and among Qad Inc. Project Quick Parent, Llc and Project Quick Merger Sub, Inc.

• Date: 27 June 2021
• Section: Merger Agreements

Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER BY AND

AMONG QAD Inc. PROJECT QUICK PARENT, LLC AND PROJECT QUICK MERGER SUB,

INC. Dated as of June 27, 2021

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TABLE OF CONTENTS ARTICLE I DEFINITIONS 2 Section 1.1 Certain Definitions 2

Section 1.2 Interpretation 14 ARTICLE II THE MERGER; EFFECTS OF THE MERGER 15

Section 2.1 The Merger 15 Section 2.2 Closing 16 Section 2.3 Organizational

Documents 16 Section 2.4 Directors and Officers of the Surviving Corporation 16

ARTICLE III MERGER CONSIDERATION; EXCHANGE PROCEDURES 16 Section 3.1 Effect of

the Merger on Capital Stock 16 Section 3.2 Treatment of Equity Compensation

Awards 18 Section 3.3 Payment for Securities 20 Section 3.4 Dissenter’s Rights

22 Section 3.5 No Dividends or Distributions 23 Section 3.6 Withholding Taxes 23

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE COMPANY 23 Section 4.1

Organization, General Authority and Standing 23 Section 4.2 Capital Structure 24

Section 4.3 Company Subsidiaries; Equity Interests 25 Section 4.4 Authority;

Execution and Delivery; Enforceability 26 Section 4.5 No Conflicts; Consents 27

Section 4.6 SEC Documents; Undisclosed Liabilities 27 Section 4.7 Information

Supplied 29 Section 4.8 Absence of Certain Changes or Events 29 Section 4.9

Taxes 30 Section 4.10 Labor Relations 32 Section 4.11 Employee Benefits 32

Section 4.12 Title to Properties 34 Section 4.13 Material Contracts 34 Section

4.14 Litigation 36 Section 4.15 Compliance with Laws 37 Section 4.16

Environmental Matters 37 Section 4.17 Intellectual Property 38 Section 4.18

Insurance 39 i

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Section 4.19 Brokers and Other Advisors 39 Section 4.20 Opinion of Financial

Advisor 39 Section 4.21 Related Party Transactions 40 Section 4.22 Takeover Laws

40 Section 4.23 International Trade and Anti-Corruption. 40 Section 4.24 No

Other Representations or Warranties; Reliance Disclaimer 41 ARTICLE V

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB 41 Section 5.1

Organization, General Authority and Standing 41 Section 5.2 Capitalization and

Business Conduct of Merger Sub 41 Section 5.3 Authority; Execution and Delivery;

Enforceability 42 Section 5.4 No Conflicts; Consents 42 Section 5.5 Financing 43

Section 5.6 Information Supplied 44 Section 5.7 Litigation 44 Section 5.8

Brokers and Other Advisors 44 Section 5.9 Ownership of Company Common Stock 44

Section 5.10 Solvency 44 Section 5.11 Guarantee 45 Section 5.12 Absence of

Certain Arrangements 45 Section 5.13 No Other Representations or Warranties;

Reliance Disclaimer 45 ARTICLE VI COVENANTS 46 Section 6.1 Conduct of Business

by the Company 46 Section 6.2 Conduct of Business by Parent and Merger Sub 49

Section 6.3 Efforts to Consummate the Merger 49 Section 6.4 No Solicitation by

the Company and Company Change in Recommendation 51 Section 6.5 Preparation of

Proxy Statement; Schedule 13E-3 54 Section 6.6 Company Stockholders Meeting 55

Section 6.7 Access to Information; Confidentiality 56 Section 6.8 Public

Statements 57 Section 6.9 Takeover Laws 57 Section 6.10 Third-Party Approvals 57

Section 6.11 Indemnification; Directors’ and Officers’ Insurance 58 Section 6.12

Section 16 Matters 60 Section 6.13 Employee Matters 60 Section 6.14 Transaction

Litigation 62 Section 6.15 Stock Exchange De-listing 62 ii

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Section 6.16 Financing 62 Section 6.17 Repatriation 65 ARTICLE VII CONDITIONS

TO CONSUMMATION OF THE MERGER 65 Section 7.1 Mutual Closing Conditions 65

Section 7.2 Additional Company Conditions to Closing 66 Section 7.3 Additional

Parent Conditions to Closing 66 ARTICLE VIII TERMINATION 67 Section 8.1

Termination of Agreement 67 Section 8.2 Procedure Upon Termination 69 Section

8.3 Effect of Termination 69 Section 8.4 Fees and Expense Reimbursement 69

ARTICLE IX MISCELLANEOUS 72 Section 9.1 Amendments and Waivers 72 Section 9.2

Counterparts 72 Section 9.3 Notices 72 Section 9.4 Assignment 73 Section 9.5

Entire Understanding: No Third-Party Beneficiaries 74 Section 9.6 Severability

74 Section 9.7 Governing Law; Venue; Waiver of Jury Trial 74 Section 9.8 No

Recourse 75 Section 9.9 Specific Performance 75 Section 9.10 Tax Matters 76

Section 9.11 Survival 76 Section 9.12 Special Committee Approval 77 iii

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AGREEMENT AND PLAN OF MERGER This AGREEMENT AND PLAN OF MERGER, dated as of

June 27, 2021 (this “Agreement”), is entered into by and among QAD Inc., a

Delaware corporation (the “Company”), Project Quick Parent, LLC, a limited

liability company organized under the laws of Delaware (“Parent”) and Project

Quick Merger Sub, Inc., a Delaware corporation and a direct, wholly owned

subsidiary of Parent (“Merger Sub” and, collectively with the Company and

Parent, the “Parties”). RECITALS WHEREAS, the Board of Directors of the

Company (the “Company Board”) established a special committee of independent and

disinterested members of the Company Board (the “Special Committee”); WHEREAS,

it is proposed that, upon the terms and subject to the conditions set forth in

this Agreement, at the Effective Time, Merger Sub will be merged with and into

the Company (the “Merger”) in accordance with the applicable provisions of the

DGCL, with the Company surviving the Merger as the Surviving Corporation and a

direct, wholly owned subsidiary of Parent; WHEREAS, the Special Committee, at

a meeting thereof duly called and held, has unanimously (a) determined that this

Agreement and the Merger and other transactions contemplated hereby (the

“Transactions”), are advisable, fair to, and in the best interests of, the

Company and the Company’s stockholders, (b) recommended that the Company Board

approve this Agreement and the Transactions, including the Merger, and declare

that this Agreement and the Transactions, including the Merger, advisable, fair

to and in the best interests of the Company and the Company’s stockholders and

(c) recommended that, subject to approval by the Company Board, the Company

Board resolve to recommend that the holders of Company Common Stock vote to

adopt this Agreement and approve Transactions contemplated by this Agreement,

including the Merger; WHEREAS, the Company Board, at a meeting thereof duly

called and held, has (a) determined that this Agreement and the Transactions,

including the Merger, are advisable, fair to, and in the best interests of, the

Company and the Company’s stockholders, (b) approved this Agreement and the

Transactions, including the Merger, and declared that this Agreement and the

Transactions, including the Merger, advisable, fair to and in the best interests

of the Company and the Company’s stockholders, (c) directed that this Agreement

be submitted to the holders of Company Common Stock for their adoption and

approval and (d) resolved to recommend that the holders of Company Common Stock

vote to adopt this Agreement and approve the Transactions contemplated by this

Agreement, including the Merger; WHEREAS, the Board of Directors of Parent

(the “Parent Board”), at a meeting duly called and held, (a) determined that

this Agreement and the Transactions, including the Merger, are fair to, and in

the best interests of, Parent and Parent’s stockholders and (b) approved and

declared advisable this Agreement and the Transactions, including the Merger;

and WHEREAS, the Board of Directors of Merger Sub (the “Merger Sub Board”) has

by unanimous vote (a) determined that this Agreement and the Transactions,

including the Merger, are advisable, fair to, and in the best interests of,

Merger Sub and Merger Sub’s sole stockholder, (b) approved this Agreement and

the Transactions, including the Merger, and declared that this Agreement and the

Transactions, including the Merger, advisable, fair and in the best interest of

Merger Sub and Merger Sub’s sole stockholder, (c) directed that this Agreement

be submitted to Parent, as sole stockholder of Merger Sub, for its adoption and

approval and (d) resolved to recommend that Parent votes to adopt this Agreement

and approve the Transactions contemplated by this Agreement, including the

Merger (and Parent, as sole stockholder, has executed and delivered a unanimous

written consent of the sole stockholder of Merger Sub approving this Agreement

and approving the Transactions, including the Merger in accordance with the

DGCL, such approval to be effective immediately following the execution and

delivery of this Agreement).

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WHEREAS, concurrently with the execution of this Agreement, Pamela M.

Lopker, the Lopker Living Trust dated November 18, 2013 and the Estate of Karl

F. Lopker (collectively, “Company Stockholder”) and Project Quick Ultimate

Parent, LP, a Delaware limited partnership and an Affiliate of Parent ("Ultimate

Parent") are entering into that certain Contribution and Exchange Agreement (the

“Contribution Agreement”), wherein immediately prior to the Effective Time,

Company Stockholder shall transfer and contribute the Rollover Shares to

Ultimate Parent, in exchange for certain securities of Ultimate Parent (such

transaction, the “Rollover”); WHEREAS, concurrently with the execution of this

Agreement, and as an inducement to the Company’s willingness to enter into this

Agreement, Company Stockholder is entering into a support agreement with Parent

and the Company (the “Support Agreement”), pursuant to which, among other

things, Company Stockholder has agreed, on the terms and subject to the

conditions set forth in the Support Agreement, to vote all of her shares of

Company Common Stock in favor of the adoption of this Agreement and the

Transactions, including the Merger; and WHEREAS, concurrently with the

execution of this Agreement, and as consideration for and inducement to the

Company’s willingness to enter into this Agreement, Thoma Bravo Fund XIV, L.P.,

a Delaware limited partnership (the “Guarantor”) is entering into the Guarantee

with respect to certain obligations of Parent and Merger Sub under this

Agreement; NOW, THEREFORE, in consideration of the foregoing and the

representations, warranties, covenants and agreements contained in this

Agreement, and for other valuable consideration, the receipt and sufficiency of

which are hereby acknowledged, the Parties agree as follows: ARTICLE I