AGREEMENT AND PLAN OF MERGER by and among VIGGLE INC., VIGGLE MERGER SUB III INC., CHOOSE DIGITAL INC., THE SELLER PARTIES LISTED ON EXHIBIT A-1 HERETO and AMOSSYKLEIN FAMILY HOLDINGS, LLLP (in its capacity as the Stockholders’ Agent)Merger Agreement • June 25th, 2014 • Viggle Inc. • Services-computer programming, data processing, etc. • New York
This AGREEMENT AND PLAN OF MERGER is made and entered into as of June 24, 2014, by and among VIGGLE INC., a Delaware corporation (“Parent”), VIGGLE MERGER SUB III INC., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), CHOOSE DIGITAL INC., a Delaware corporation (the “Company”), and, solely with respect to Articles 1, 5 and 6 and Section 10.1, the Persons listed on Exhibit A-1 (each, a “Seller Party”, and collectively, the “Seller Parties”) and AMOSSYKLEIN FAMILY HOLDINGS, LLLP, a Florida limited liability limited partnership, solely in its capacity as the Stockholders’ Agent as agent for and on behalf of the Stockholders of the Company. Certain other capitalized terms used in this Agreement are defined in Annex I.
