AGREEMENT AND PLAN OF MERGER BY AND AMONG FOSSIL GROUP, INC., CHARLIE ACQUISITION CORP., MISFIT, INC., FORTIS ADVISORS LLC, AS SECURITYHOLDER REPRESENTATIVE, AND, WITH RESPECT TO ARTICLE VIII, ARTICLE IX AND ARTICLE X ONLY, U.S. BANK NATIONAL...Agreement and Plan of Merger • November 17th, 2015 • Fossil Group, Inc. • Watches, clocks, clockwork operated devices/parts • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of November 11, 2015, by and among Fossil Group, Inc., a Delaware corporation (“Parent”), Charlie Acquisition Corp., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), Misfit, Inc., a Delaware corporation (the “Company”), Fortis Advisors LLC, a Delaware limited liability company, solely in its capacity as securityholder representative (the “Securityholder Representative”), and, with respect to Article VIII, Article IX and Article IX only, U.S. Bank National Association, as Escrow Agent (the “Escrow Agent”). All capitalized terms that are used in this Agreement have the meanings ascribed to them in Article I.
