AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • January 29th, 2014 • Tivo Inc • Cable & other pay television services • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of January 29, 2014 by and among TiVo Inc., a Delaware corporation (“Parent”), Dragonfly Merger Corp., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), Digitalsmiths Corporation, a Delaware corporation (the “Company”), Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the exclusive representative of the Indemnifying Parties in connection with the transactions contemplated by this Agreement (the “Securityholder Representative”), and U.S. Bank National Association, as the escrow agent hereunder (solely for purposes of Article 8) (the “Escrow Agent”).
