AGREEMENT AND PLAN OF MERGER by and among GENESIS HOLDINGS, INC., STEPS MERGER SUB, INC., HIBBETT, INC. and, solely for purposes of Section 5.9, Section 5.10, Section 8.13 and Section 8.16, JD SPORTS FASHION PLC Dated as of April 23, 2024Agreement and Plan of Merger • April 25th, 2024 • Hibbett Inc • Retail-miscellaneous shopping goods stores • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of April 23, 2024, is by and among Hibbett, Inc., a Delaware corporation (the “Company”), Genesis Holdings, Inc., an Indiana corporation (“Parent”), Steps Merger Sub, Inc., a Delaware corporation and direct, wholly owned Subsidiary of Parent (“Merger Sub”), and, solely for purposes of Section 5.9, Section 5.10, Section 8.13 and Section 8.16, JD Sports Fashion plc, a company incorporated under the laws of England and Wales (“Ultimate Parent”). Parent, Merger Sub, the Company and, solely for purposes of Section 5.9, Section 5.10, Section 8.13 and Section 8.16, Ultimate Parent, are each sometimes referred to herein as a “Party” and collectively as the “Parties.”
