AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • March 5th, 2014 • Linkedin Corp • Services-computer programming, data processing, etc. • California
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of February 6, 2014, as amended by Amendment No. 1 hereto dated as of February 13, 2014, as amended by Amendment No. 2 hereto dated as of February 20, 2014 and as amended by Amendment No. 3 hereto dated as of February 24, 2014, by and among LinkedIn Corporation, a Delaware corporation (“Parent”), Bright Media Corporation, a Delaware corporation (the “Company”), Bok Choy Acquisition Merger Corporation, a Delaware corporation and a wholly‑owned subsidiary of Parent (“Sub I”), Bok Choy Acquisition Merger LLC, a Delaware limited liability company and a wholly‑owned subsidiary of Parent (“Sub II,” and together with Sub I, the “Merger Subs”) and, with respect to Article I, Article VI, Article VII and Article VIII hereof only, U.S. Bank, National Association, as Escrow Agent and Steven Goodman, as Stockholder Representative (the “Stockholder Representative”).
