AGREEMENT AND PLAN OF MERGER BY AND AMONG FORM HOLDINGS CORP. FHXMS, LLC XPRESSPA HOLDINGS, LLC THE COMPANY UNITHOLDERS PARTIES HERETO OR WHO BECOME A PARTY HERETO AND MISTRAL XH REPRESENTATIVE, LLC, as Unitholders’ Representative Dated as of August...Agreement and Plan of Merger • August 8th, 2016 • FORM Holdings Corp. • Patent owners & lessors • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”), made and entered into as of August 8, 2016 by and among FORM HOLDINGS CORP., a Delaware corporation (“Parent”), FHXMS, LLC, a Delaware limited liability company and wholly-owned Subsidiary of Parent (“Merger Sub”), XPRESSPA HOLDINGS, LLC, a Delaware limited liability company (the “Company”), THE UNITHOLDERS OF THE COMPANY WHO ARE PARTIES HERETO OR WHO BECOME PARTIES TO THIS AGREEMENT BY EXECUTING A JOINDER AGREEMENT, and MISTRAL XH REPRESENTATIVE, LLC, as representative of the unitholders of the Company (the “Unitholders’ Representative”). Parent, Merger Sub and the Company are sometimes referred to herein each individually as a “Party” and, collectively, as the “Parties.”
