AGREEMENT AND PLAN OF MERGER by and among MANDALAY DIGITAL GROUP, INC., DTM MERGER SUB, INC., APPIA, INC. and SHAREHOLDER REPRESENTATIVE SERVICES LLC, as Stockholder Representative Dated as of November 13, 2014Unconditional Secured Guaranty and Pledge Agreement • November 18th, 2014 • Mandalay Digital Group, Inc. • Patent owners & lessors • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of November 13, 2014, is by and among: (i) Mandalay Digital Group, Inc., a Delaware corporation (“Parent”); (ii) DTM Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”); (iii) Appia, Inc., a Delaware corporation (the “Company”) and (iv) Shareholder Representative Services LLC, a Colorado limited liability company solely in its capacity as the representative of the Company Equityholders, as Stockholder Representative (the “Stockholder Representative”).
