AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • November 13th, 2013 • MGT Capital Investments Inc • Patent owners & lessors • New York
AGREEMENT AND PLAN OF REORGANIZATION (this “Agreement”) is dated as of November 11, 2013 (the “Agreement Date”), by and among Avcom, Inc., a Delaware corporation (the “Company”), MGT Capital Investments, Inc., a Delaware corporation (“MGT”), MGT Capital Solutions, Inc., a Delaware corporation (the “Purchaser”, and together with MGT, the “MGT Parties”), the several sellers listed as founders on Exhibit A hereto (the “Founders”), the holders of options to purchase Common Stock, par value $0.00001 of the Company (the stock, the “Avcom Common Stock” and the options, the “Company Options”) listed on Exhibit A hereto (the “Optionholders”), the holders of Preferred Stock par value $0.00001 of the Company (the “Preferred Stock”) listed on Exhibit A hereto (the “Preferred Holders” and together with the Founders and the Optionholders, the “Sellers”) and Jeremy Avin, as the Seller Representative. The Sellers, the Company, the MGT Parties and the Seller Representative are collectively referred to
