AGREEMENT AND PLAN OF MERGER AMONG LOCAL.COM CORPORATION AGILE ACQUISITION CORPORATION, SCREAMIN MEDIA GROUP INC., AND DAN GRIFFITH, AS THE STOCKHOLDERS’ AGENTMerger Agreement • July 14th, 2011 • LOCAL.COM • Services-business services, nec • Delaware
This Agreement and Plan of Merger (this “Agreement”) is made and entered by and among Local.com Corporation, a Delaware corporation (“Local.com”), Agile Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Local.com (“Subcorp”), Screamin Media Group Inc., a Delaware corporation (“SMG”), and Dan Griffith, as representative of the SMG Stockholders pursuant to Section 9.6 (the “Stockholders’ Agent”), and shall be effective upon execution by each of Local.com, Subcorp, SMG and Stockholders’ Agent. Capitalized terms used in this Agreement are defined in Article IX.
