AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONMerger Agreement • May 30th, 2023 • Kubient, Inc. • Services-computer integrated systems design • Delaware
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”) is made and entered into as of May 24, 2023, by and among Kubient, Inc., a Delaware corporation (“Parent”), ADM Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and Adomni, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
COMPANY VOTING AGREEMENTCompany Voting Agreement • May 30th, 2023 • Kubient, Inc. • Services-computer integrated systems design • Delaware
This COMPANY VOTING AGREEMENT (this “Agreement”), is made as of May 24, 2023, by and among Kubient, Inc., a Delaware corporation (“Parent”), and the Person set forth on the signature page hereto (“Stockholder”).
STOCK PLEDGE AGREEMENTStock Pledge Agreement • May 30th, 2023 • Kubient, Inc. • Services-computer integrated systems design • Delaware
This Stock Pledge Agreement (this “Agreement”), made and entered into as of May 24, 2023, is by and among each of Jonathan Gudai and Jonathan Fine (each, a “Pledgor” and, collectively, the “Pledgors”) in favor of Kubient, Inc., a Delaware corporation (“Pledgee”).
Lock-Up AgreementLock-Up Agreement • May 30th, 2023 • Kubient, Inc. • Services-computer integrated systems design
The undersigned (the “Stockholder”) understands that: (i) KUBIENT INC., a Delaware corporation (“Parent”), has entered into an Agreement and Plan of Merger and Reorganization, dated as of May 24, 2023 (the “Merger Agreement”), with ADOMNI, INC., a Delaware corporation (the “Company”) and ADM MERGER SUB, INC., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), pursuant to which Merger Sub will be merged with and into the Company (the “Merger”), the separate corporate existence of Merger Sub will cease and the Company will continue as the surviving corporation; and (ii) in connection with the Merger, stockholders of the Company will receive shares of Parent Common Stock. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.
