AGREEMENT AND PLAN OF MERGER among GSI COMMERCE, INC. (a Delaware corporation), GATOR ACQUISITION CORP., (a Delaware corporation), GATOR ACQUISITION LLC, (a Delaware limited liability company), FANATICS, INC. (a Delaware corporation), THE STOCKHOLDERS...Agreement and Plan of Merger • February 15th, 2011 • Gsi Commerce Inc • Retail-catalog & mail-order houses • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made as of February 9, 2011, by and among GSI Commerce, Inc., a Delaware corporation (“Buyer”), Gator Acquisition Corp., a Delaware corporation (“Merger Sub”), Gator Acquisition LLC, a Delaware limited liability company (“Merger Sub II” and together with Merger Sub, “Merger Subs”), Fanatics, Inc., a Delaware corporation (the “Company”), those persons listed on Annex I hereto (individually, each a “Stockholder” and collectively, the “Stockholders”), solely for the purpose of Section 7.10, those persons listed on Annex II hereto (individually, each a “Non-Compete Party” and collectively, the “Non-Compete Parties”), and Insight Venture Partners, LLC, solely in its capacity as the Stockholders’ Representative (the “Stockholders’ Representative” and, together with the Company, Buyer, Merger Subs and the Stockholders, each a “Party” and collectively, the “Parties”).
