AGREEMENT AND PLAN OF MERGER BY AND AMONG EVOLVING SYSTEMS, INC., TOPAZ MERGER SUB, INC., TELESPREE COMMUNICATIONS, AND, WITH RESPECT TO SECTIONS 1.8, 1.9, 2.2, 2.4, 5.1, 5.2, AND 6.3, ARTICLE VII AND ARTICLE VIII ONLY, GILL COGAN, AS THE EXCLUSIVE...Agreement and Plan of Merger • October 25th, 2013 • Evolving Systems Inc • Services-computer programming services • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of October 24, 2013 by and among Evolving Systems, Inc., a Delaware corporation (“Parent”), Topaz Merger Sub, Inc., a California corporation and wholly owned Subsidiary of Parent (“Merger Sub”), Telespree Communications, a California corporation (the “Company”), and, with respect to Sections 1.8, 1.9, 2.2, 2.4, 5.1, 5.2, and 6.3, Article VII and Article VIII only, Gill Cogan, solely in his capacity as the exclusive representative of the Effective Time Shareholders (as defined herein) and the Change in Control Payment Recipients (as defined herein) in connection with the transactions contemplated by this Agreement (“Representative”).
