AGREEMENT AND PLAN OF MERGER dated as of September 14, 2008 by and among Best Buy Co., Inc.,Agreement and Plan of Merger • September 15th, 2008 • Best Buy Co Inc • Retail-radio, tv & consumer electronics stores • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of September 14, 2008, is entered into by and among Best Buy Co., Inc., a Minnesota corporation (“Parent”), Puma Cat Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Purchaser”), and Napster, Inc., a Delaware corporation (the “Company”).
SHAREHOLDER SUPPORT AGREEMENTShareholder Support Agreement • September 15th, 2008 • Best Buy Co Inc • Retail-radio, tv & consumer electronics stores • Delaware
This SHAREHOLDER SUPPORT AGREEMENT (this “Agreement”) is entered into as of September 14, 2008, by and among Best Buy Co., Inc., a Minnesota corporation (“Parent”), Puma Cat Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”) and the holders of capital stock of Napster, Inc., a Delaware corporation (“Company”) identified on Exhibit A attached hereto (each a “Shareholder,” and collectively the “Shareholders”).
