AGREEMENT AND PLAN OF MERGER BY AND AMONG RETAILMENOT, INC., AS BUYER, PROJECT ZEN ACQUISITION CORP., AS THE MERGER SUB, GIFTCARDZEN INC, AS THE COMPANY, AND AARON DRAGUSHAN, AS THE REPRESENTATIVE APRIL 5, 2016Agreement and Plan of Merger • April 7th, 2016 • RetailMeNot, Inc. • Services-advertising • Texas
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of this 5th day of April, 2016 by and among RetailMeNot, Inc., a Delaware corporation (“Buyer”); Project Zen Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Buyer (“Merger Sub”); GiftcardZen Inc, a Delaware corporation (the “Company”); and Aaron Dragushan for purposes of Sections 2.2 and Articles V, VI, VII only and solely in his capacity as representative of the Company Holders pursuant to Section 6.7 of this Agreement (the “Representative”).
