AGREEMENT AND PLAN OF MERGER by and among ALLSTATE NON-INSURANCE HOLDINGS, INC., PIAZZA MERGER SUB INC., SQUARETRADE HOLDING COMPANY, INC., SHAREHOLDER REPRESENTATIVE SERVICES LLC, as the Equityholder Representative and THE ALLSTATE CORPORATION,...Agreement and Plan of Merger • November 28th, 2016 • Allstate Corp • Fire, marine & casualty insurance • Delaware
This Agreement and Plan of Merger dated as of November 28, 2016 (as amended or otherwise modified in accordance with the terms hereof, this “Agreement”) is by and among Allstate Non-Insurance Holdings, Inc., a Delaware corporation (“Parent”), Piazza Merger Sub Inc., a Delaware corporation (“Merger Sub”), SquareTrade Holding Company, Inc., a Delaware corporation (the “Company”), Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the representative of the Equityholders in connection with the transactions contemplated by this Agreement (the “Equityholder Representative”) and, solely for the purposes of Section 10.17, The Allstate Corporation, a Delaware corporation (“Ultimate Parent”).
