AGREEMENT AND PLAN OF MERGER among GEOS COMMUNICATIONS, INC., SHOOT IT! ACQUISITION, INC., SHOOT IT!, LLC and THE SECURITYHOLDERS OF SHOOT IT!, LLC Dated as of February 19, 2010Merger Agreement • February 25th, 2010 • Geos Communications, Inc. • Radiotelephone communications • Delaware
This Agreement and Plan of Merger (this “Agreement”), dated as of February 19, 2010 is by and among Shoot It!, LLC, an Arizona limited liability company (the “Company”), the holders of the outstanding Class A Common Units of the Company (the “Class A Common Units” and the holders thereof, the “Class A Holders”), the holder of the outstanding Class B Common Units of the Company (the “Class B Common Units” and the holder thereof, the “Class B Holder”), the holders of the outstanding Series A Preferred Units of the Company (the “Preferred Units” and the holders thereof, the “Preferred Holders” and together with the Class A Holders and the Class B Holder, the “Securityholders”), Geos Communications, Inc., a Washington corporation (“Parent”), and Shoot It! Acquisition, Inc. a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”).
