AGREEMENT AND PLAN OF MERGER by and among POWERREVIEWS, INC., BAZAARVOICE, INC., PELOTON ACQUISITION CORP., PELOTON ACQUISITION LLC, SHAREHOLDER REPRESENTATIVE SERVICES LLC, in its capacity as Representative and with respect to ARTICLES X, XI and XII...Agreement and Plan of Merger • June 27th, 2012 • Bazaarvoice Inc • Services-prepackaged software • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of May 24, 2012, is made by and among PowerReviews, Inc., a Delaware corporation (the “Company”), Bazaarvoice, Inc., a Delaware corporation (“Parent”), Peloton Acquisition Corp., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Subsidiary I”), Peloton Acquisition LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Parent (“Merger Subsidiary II,” and together with Merger Subsidiary I, the “Merger Subs”), Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as Representative (as defined below), and with respect to ARTICLES X, XI and XII only, U.S. Bank, National Association, in its capacity as Escrow Agent.
SIXTH AMENDMENT TO LOAN AND SECURITY AGREEMENT AND JOINDERLoan and Security Agreement and Joinder • June 27th, 2012 • Bazaarvoice Inc • Services-prepackaged software
This Sixth Amendment to Loan and Security Agreement and Joinder (“Amendment”) is entered into as of June 19, 2012, between COMERICA BANK (“Bank”) and BAZAARVOICE, INC., a Delaware corporation (“Parent”), and POWERREVIEWS, LLC, a Delaware limited liability company (“PowerReviews”, and together with Parent, collectively, “Borrowers”, and each individually, a “Borrower”).
