AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • October 17th, 2018 • theMaven, Inc. • Cable & other pay television services • Delaware
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of October 12, 2018 by and among TheMaven, Inc., a Delaware corporation (“TheMaven”), SM Acquisition Co., Inc., a Delaware corporation and a wholly-owned subsidiary of TheMaven (“MergerSub”), Say Media, Inc., a Delaware corporation (the “Company”), and, solely with respect to Section 7 (to the extent set forth therein), Matt Sanchez as the Securityholder Representative (in his capacity as such, the “Securityholder Representative”). TheMaven, MergerSub and the Company are each, individually, a “Party” or, collectively, the “Parties.” Certain capitalized terms used in this Agreement are defined in Exhibit A attached hereto and incorporated herein by reference.
AMENDMENT TO agreement and plan of mergerAmendment to Agreement and Plan of Merger • October 17th, 2018 • theMaven, Inc. • Cable & other pay television services
This Amendment to Agreement and Plan of Merger (this “Amendment”), is entered into as of October 17, 2018, by and among TheMaven, Inc., a Delaware corporation (“TheMaven”), SM Acquisition Co., Inc., a Delaware corporation and a wholly-owned subsidiary of TheMaven (“MergerSub”), Say Media, Inc., a Delaware corporation (the “Company”), and, solely with respect to Section 7 of the Merger Agreement (as defined below) (to the extent set forth therein), Matt Sanchez as the Securityholder Representative (in his capacity as such, the “Securityholder Representative”). TheMaven, MergerSub, the Company and the Securityholder Representative are each, individually, a “Party” or, collectively, the “Parties.” Capitalized terms used but not otherwise defined herein will have the same meanings ascribed to such terms in the Merger Agreement.
