AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER dated as of November 3, 2014 among FOLIO DYNAMICS INC., FOLIO DYNAMICS HOLDINGS, INC., FOLIO DYNAMICS ACQUISITION CORP., ABS CAPITAL PARTNERS VI, L.P. and EDISON PARTNERS ESCROW FUND, LLC acting...Agreement and Plan of Merger • November 3rd, 2014 • Actua Corp • Services-computer programming services • Delaware
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (as the same may be amended from time to time in accordance with its terms, this “Agreement”) dated as of November 3, 2014 among Folio Dynamics Inc., a Delaware corporation (the “Company”), Folio Dynamics Holdings, Inc., a Delaware corporation (“Buyer”), Folio Dynamics Acquisition Corp., a Delaware corporation (“Merger Sub”), ABS Capital Partners VI, L.P., a Delaware limited liability company, and Edison Partners Escrow Fund, LLC, a Delaware limited liability company (successor in interest to Edison Venture Fund VI, L.P., a Delaware limited liability company, which was party to the Original Agreement), acting jointly, solely in their capacity as representative of the Holders pursuant to Section 9.10 hereof (the “Holders’ Representative”), and Actua Holdings, Inc., a Delaware corporation, for purposes solely in its capacity as Guarantor pursuant to Article 12 hereof and in its own capacity for purposes of Article 11 hereof (the “Guaranto
