AGREEMENT AND PLAN OF MERGER BY AND AMONG WORDSTREAM, INC., GANNETT CO., INC., ORCA MERGER SUB, INC. AND SHAREHOLDER REPRESENTATIVE SERVICES LLC, as the EQUITYHOLDER REPRESENTATIVE Dated as of May 9, 2018Agreement and Plan of Merger • May 10th, 2018 • Gannett Co., Inc. • Newspapers: publishing or publishing & printing • Delaware
This Agreement and Plan of Merger (this “Agreement”), dated as of May 9, 2018 (the “Agreement Date”), is entered into by and among WordStream, Inc., a Delaware corporation (the “Company”), Gannett Co., Inc., a Delaware corporation (the “Purchaser”), Orca Merger Sub, Inc., a Delaware corporation and direct, wholly owned subsidiary of the Purchaser (“Merger Sub”), and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the representative, agent and attorney-in-fact of the Company Equityholders (the “Equityholder Representative”). Certain capitalized terms used herein are defined in Section 1.1.
