AGREEMENT AND PLAN OF MERGER BY AND AMONG ROVI CORPORATION VICTORY ACQUISITION CORP. VEVEO, INC. AND SECURITYHOLDER REPRESENTATIVE Dated as of February 21, 2014Agreement and Plan of Merger • February 24th, 2014 • Rovi Corp • Patent owners & lessors • Delaware
THIS AGREEMENT AND PLAN OF MERGER (the “Agreement”) is made and entered into as of February 21, 2014 by and among Rovi Corporation, a Delaware corporation (“Parent”), Victory Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Sub”), Veveo, Inc., a Delaware corporation (the “Company”) and Paul Ferri, who will serve as the representative of the Company’s stockholders and optionholders, and is referred to herein from time to time as the “Securityholder Representative.”
