CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS (*) DENOTE SUCH OMISSIONS. AGREEMENT AND PLAN OF MERGER by and among GSI COMMERCE, INC., COLA ACQUISITION CORPORATION, RETAIL CONVERGENCE,...Merger Agreement • November 17th, 2009 • Gsi Commerce Inc • Retail-catalog & mail-order houses • New York
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of October 27, 2009, by and among GSI Commerce, Inc., a Delaware corporation (“Parent”), Cola Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Acquisition Sub”), Retail Convergence, Inc., a Delaware corporation (“Company”), the stockholders of Company who execute a Joinder to this Agreement in the form approved by Parent (“Joinder”) (individually, a “Principal Stockholder,” , collectively, the “Principal Stockholders”) and the Stockholders’ Representative.
