AGREEMENT AND PLAN OF MERGER dated October 5, 2008 FOR THE ACQUISITION OF INNOTRAC CORPORATION BY GSI COMMERCE, INC.Merger Agreement • October 6th, 2008 • Gsi Commerce Inc • Retail-catalog & mail-order houses • Delaware
Intending To Be Legally Bound, in consideration of the mutual agreements contained herein and subject to the satisfaction of the terms and conditions set forth herein, the parties hereto agree as follows:
VOTING, COOPERATION AND INDEMNIFICATION AGREEMENTVoting, Cooperation and Indemnification Agreement • October 6th, 2008 • Gsi Commerce Inc • Retail-catalog & mail-order houses • Delaware
Background: Parent, Bulldog Acquisition Corp., a Georgia corporation and a wholly owned subsidiary of Parent (“Acquisition Sub”), and Innotrac Corporation, a Georgia corporation (the “Company”), are entering into an Agreement and Plan of Merger dated as of the date hereof (the “Merger Agreement”), which provides (subject to the conditions set forth therein) for the merger of Acquisition Sub with and into the Company (the “Merger”) and the conversion of outstanding shares of common stock of the Company into cash and common stock of the Parent (“Parent Stock”). Dorfman and Spouse are shareholders (collectively, the “Shareholders”) of the Company. As a condition to the willingness of Parent and Acquisition Sub to enter into the Merger Agreement, Parent and Acquisition Sub have required that the Shareholders enter into, and in order to induce Parent and Acquisition Sub to enter into the Merger Agreement, the Shareholders have agreed to enter into, this Agreement.
