AGREEMENT AND PLAN OF MERGER by and among ONTARGETJOBS, INC., DICE HOLDINGS, INC., MALTA ACQUISITION, INC. and OTJ Representative, LLC, solely in its capacity as the Representative November 7, 2013Merger Agreement • November 14th, 2013 • Dice Holdings, Inc. • Services-business services, nec • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of November 7, 2013, is made by and among OnTargetJobs, Inc., a Delaware corporation (the “Company”), Dice Holdings, Inc., a Delaware corporation (the “Parent”), Malta Acquisition, Inc., a Delaware corporation and wholly owned subsidiary of the Parent (the “Merger Sub”), and OTJ Representative, LLC, solely in its capacity as the representative for the Securityholders (the “Representative”). The Parent, the Merger Sub and the Company, and, solely in its capacity as and solely to the extent applicable, the Representative, shall be referred to herein from time to time as a “Party” and collectively as the “Parties”. Capitalized terms used and not otherwise defined herein have the meanings set forth in Article XI below.
