AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • August 14th, 2008 • Wherify Wireless Inc • Services-prepackaged software • California
THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into this 12th day of August, 2008 by and among (a) Wherify Wireless, Inc., a Delaware corporation (“Wherify”), Wherify Acquisition, Inc., a newly-formed wholly-owned subsidiary of Wherify established under the laws of the State of Delaware (the “Merger Sub”), Wherify California, Inc. a wholly-owned subsidiary of Wherify established under the laws of California (“Wherify California”) and 4031806 Canada Inc., a wholly-owned subsidiary of Wherify established under the Canada Business Corporations Act (“Wherify Canada”, and collectively with Wherify and Wherify California, the “Wherify Entities” or individually as “Wherify Entity”), on the one hand, and (b) LY Holdings, LLC, a Kentucky limited liability company (“Lightyear”), Lightyear Network Solutions, LLC, a Kentucky limited liability company (“LNS”), Lightyear Alliance of Puerto Rico, LLC. (“Puerto Rico”, and collectively with Lightyear and LNS, the “Lightyear Compani
