AGREEMENT AND PLAN OF MERGER BY AND AMONG REMARK MEDIA, INC., ROOMLIA, INC. AND HOTELMOBI INC. Dated as of May 2, 2014Agreement and Plan of Merger • May 7th, 2014 • Remark Media, Inc. • Communications services, nec • Nevada
THIS AGREEMENT AND PLAN OF MERGER (the “Agreement”), dated as of May 2, 2014 (the “Closing Date”), is made by and among REMARK MEDIA, INC., a Delaware corporation (“Remark”), ROOMLIA, INC., a Delaware corporation and wholly-owned subsidiary of Remark, and HOTELMOBI INC., a Nevada corporation (the “Company”), and solely for the limited purposes expressly set forth herein, JIM FERGUSON and MICHAEL REICHARTZ (each a “Stockholder”, and collectively the “Stockholders”).
REMARK MEDIA, INC. WARRANT TO PURCHASE COMMON STOCKRemark Media, Inc. • May 7th, 2014 • Communications services, nec • Nevada
This Warrant is issued by the Company in connection with that certain Merger Agreement, dated as of May 2, 2014 (the “Merger Agreement”), by and among the Company, Roomlia, Inc. (“Merger Sub”) and Hotelmobi, Inc. (“Hotelmobi”), pursuant to which Hotelmobi has agreed to merge with and into Merger Sub. Except as otherwise defined herein, capitalized terms in this Warrant shall have the meanings set forth in the Merger Agreement.
