AGREEMENT AND PLAN OF MERGER BY AND AMONG STERLING JEWELERS INC., SIGNET JEWELERS LTD. (SOLELY FOR PURPOSES OF SECTION 8.12), AQUARIUS SUB INC., R2NET INC. AND THE SELLERS’ REPRESENTATIVE DATED AS OF AUGUST 23, 2017Agreement and Plan of Merger • August 24th, 2017 • Signet Jewelers LTD • Retail-jewelry stores • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of August 23, 2017, by and among Sterling Jewelers Inc., a Delaware corporation (“Purchaser”), Signet Jewelers Ltd., a Bermuda corporation (“Purchaser Parent”) (solely for purposes of Section 8.12), Aquarius Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Purchaser (“Merger Sub”), R2Net Inc., a Delaware corporation (the “Company”), and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the Sellers’ Representative (as defined below). Capitalized terms used in this Agreement and not otherwise defined shall have the respective meanings given to such terms in ARTICLE 1.
