AGREEMENT AND PLAN OF MERGER by and among ALLY FINANCIAL INC., a Delaware corporation CARDHOLDER MANAGEMENT SERVICES, INC., a New York corporation WILDCAT MERGER SUB I LLC, a Delaware limited liability company WILDCAT MERGER SUB II LLC, a Delaware...Agreement and Plan of Merger • February 20th, 2020 • Ally Financial Inc. • State commercial banks • New York
This AGREEMENT AND PLAN OF MERGER (the “Agreement”), dated as of February 18, 2020 (the “Execution Date”), is by and among: (i) Ally Financial Inc., a Delaware corporation (“Parent”); (ii) Wildcat Merger Sub I LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Merger Sub I”); (iii) Wildcat Merger Sub II LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Merger Sub II”); (iv) Cardholder Management Services, Inc., a New York corporation (the “Company”); (v) Donald M. Berman (the “Founder”), in his individual capacity and as grantor of the Donald M. Berman Children’s Trust F/B/O Matthew E. Berman, U/A dated May, 1994 between Donald M. Berman as Grantor and Richard Berman as Trustee (the “Son’s Trust”) and the Donald M. Berman Children’s Trust F/B/O Erica L. Berman, U/A dated May, 1994 between Donald M. Berman as Grantor and Richard Berman as Trustee (the “Daughter’s Trust”), and Richard Berman, in his capacity as Trustee of
