Common Contracts

EXECUTION VERSION AGREEMENT AND PLAN OF MERGER among SPARK NETWORKS SE, CHEMISTRY INC., ZOOSK, INC. and FORTIS ADVISORS LLC AS THE HOLDERS’ REPRESENTATIVE Dated as of March 21, 2019 Page Page Page EXHIBITS Exhibit A - Form of Support Agreement Exhibit...

Agreement and Plan of Merger • May 5th, 2020 • Delaware

• Contract Type
  Agreement and Plan of Merger
• Filed
  May 5th, 2020
• Jurisdiction
  Delaware

This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of March 21, 2019 (the “Agreement Date”), is among Spark Networks SE, a European stock corporation (Societas Europaea, SE) with corporate seat in Germany (“Parent”), Chemistry Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), Zoosk, Inc., a Delaware corporation (the “Company”), and Fortis Advisors LLC, a Delaware limited liability company, solely in its capacity as the Holders’ Representative. Each of Parent, Merger Sub, the Company and the Holders’ Representative are referred to in this Agreement sometimes individually as a “Party” and, collectively, as the “Parties.” Certain capitalized terms used herein without definition are defined in Section 9.12.

AGREEMENT AND PLAN OF MERGER among SPARK NETWORKS SE, CHEMISTRY INC., ZOOSK, INC. and FORTIS ADVISORS LLC AS THE HOLDERS’ REPRESENTATIVE Dated as of March 21, 2019

Agreement and Plan of Merger • March 22nd, 2019 • Spark Networks SE • Services-personal services • Delaware

• Contract Type
  Agreement and Plan of Merger
• Filed
  March 22nd, 2019
• Company
  Spark Networks SE
• Industry
  Services-personal services
• Jurisdiction
  Delaware

This Agreement and Plan of Merger (this “Agreement”), dated as of March 21, 2019 (the “Agreement Date”), is among Spark Networks SE, a European stock corporation (Societas Europaea, SE) with corporate seat in Germany (“Parent”), Chemistry Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), Zoosk, Inc., a Delaware corporation (the “Company”), and Fortis Advisors LLC, a Delaware limited liability company, solely in its capacity as the Holders’ Representative. Each of Parent, Merger Sub, the Company and the Holders’ Representative are referred to in this Agreement sometimes individually as a “Party” and, collectively, as the “Parties.” Certain capitalized terms used herein without definition are defined in Section 9.12.