AGREEMENT AND PLAN OF MERGER by and among ADAPTIX, INC., Acacia Research Group LLC and Apollo Patent Corp. and, solely in its capacity as Representative for the Shareholders of Adaptix, Inc., Baker Communications Fund II (QP), L.P. Dated as of...Agreement and Plan of Merger • January 19th, 2012 • Acacia Research Corp • Patent owners & lessors • New York
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made as of November 22, 2011, by and among: (i) Acacia Research Group LLC, a Texas limited liability company (“Parent”), (ii) Apollo Patent Corp., a Delaware corporation and wholly-owned Subsidiary of Parent (“Merger Sub” and, together with Parent, the “Buying Parties”), (iii) ADAPTIX, INC., a Delaware corporation (the “Company”); and (iv) solely in its capacity as representative of the Shareholders pursuant to Article 9 hereof, Baker Communications Fund II (QP), L.P. (“Representative”). Capitalized terms used and not otherwise defined herein have the meanings set forth in Article 11 below.
