AGREEMENT AND PLAN OF MERGER by and among TUCOWS (DELAWARE) INC. (a Delaware corporation), TUCOWS (NEVADA) INC. (a Nevada corporation), MAILBANK.COM INC. (a Nevada corporation), RAWLEIGH H. RALLS, IV as the Stockholders’ Representative and The...Agreement and Plan of Merger • June 22nd, 2006 • Tucows Inc /Pa/ • Services-computer processing & data preparation • Delaware
THIS AGREEMENT AND PLAN OF MERGER (“Agreement”), dated as of June 15, 2006, is by and among Tucows (Delaware) Inc., a Delaware corporation (“Parent”), Tucows (Nevada) Inc., a Nevada corporation and a wholly owned subsidiary of Parent (“Merger Sub”), Mailbank.com Inc., a Nevada corporation (the “Company”), Rawleigh H. Ralls, IV, solely in his capacity as representative of the Company Stockholders (the “Stockholders’ Representative”), the stockholders of the Company identified on the signature page hereto (collectively with any stockholders delivering a Joinder to Agreement and Plan of Merger in accordance with the terms of this Agreement, the “Principal Stockholders”) and, solely with respect to Section 11.4, Tucows Inc., a Pennsylvania corporation and parent company of Parent (“Tucows”). Capitalized terms used in this Agreement are defined in Section 11.1, or in the applicable Section of this Agreement to which reference is made in Section 11.1.
