EMPLOYMENT AGREEMENTEmployment Agreement • January 4th, 2012 • Ascend Acquisition Corp. • Semiconductors & related devices • California
WHEREAS, the Company has entered into a Merger Agreement and Plan of Reorganization (the “Merger Agreement”) dated as of December 30, 2011, by and among the Company, Ascend Merger Sub, LLC (“Merger Sub”), Andover Games and the members of Andover Games, pursuant to which Merger Sub will be merged with and into Andover Games (the “Merger”);
MERGER AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG ASCEND ACQUISITION CORP., ASCEND MERGER SUB, LLC, ANDOVER GAMES, LLC AND THE MEMBERS OF ANDOVER GAMES, LLC DATED AS OF DECEMBER 30, 2011Merger Agreement and Plan of Reorganization • January 4th, 2012 • Ascend Acquisition Corp. • Semiconductors & related devices • Delaware
THIS MERGER AGREEMENT AND PLAN OF REORGANIZATION is made and entered into as of December 30, 2011, by and among Ascend Acquisition Corp., a Delaware corporation (“Ascend”), Ascend Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of Ascend (“Merger Sub”), Andover Games, LLC, a Delaware limited liability company (“Andover Games”), and the persons executing the “Members Signature Page” hereto (the “Signing Members”). The term “Agreement” as used herein refers to this Merger Agreement and Plan of Reorganization, as the same may be amended from time to time, and all schedules hereto (including the Andover Games Schedule and the Ascend Schedule, as defined in the preambles to Articles II and III hereof, respectively).
ESCROW AGREEMENTEscrow Agreement • January 4th, 2012 • Ascend Acquisition Corp. • Semiconductors & related devices • New York
ESCROW AGREEMENT (“Agreement”) dated _________, 2011 by and among Ascend Acquisition Corp., a Delaware corporation (“Ascend”), Craig dos Santos as the representative (the “Representative”) of the former members (the “Members”) of Andover Games, LLC, a Delaware limited liability company (“Andover”), Jonathan J. Ledecky, acting as the committee (the “Committee”) representing the interests of Ascend, and Continental Stock Transfer & Trust Company, as escrow agent (the “Escrow Agent”). Capitalized terms used herein that are not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement (as defined below).
Ascend Acquisition Corp.Ascend Acquisition Corp. • January 4th, 2012 • Semiconductors & related devices
