AGREEMENT AND PLAN OF MERGER BY AND AMONG ROSETTA STONE LTD., LIBERTY MERGER SUB INC., LIVEMOCHA, INC., AND SHAREHOLDER REPRESENTATIVE SERVICES LLC, AS AGENT FOR THE STOCKHOLDERS OF THE COMPANY DATED AS OF APRIL 1, 2013Agreement and Plan of Merger • April 2nd, 2013 • Rosetta Stone Inc • Services-prepackaged software • Delaware
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of April 1, 2013 (the “Agreement Date”), by and among Rosetta Stone Ltd., a Virginia corporation (“Acquiror”), Liberty Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Acquiror (“Sub”), LiveMocha, Inc., a Delaware corporation (the “Company”), and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as agent for the Company Holders (the “Company Holders’ Agent”).
