AGREEMENT AND PLAN OF MERGER BY AND AMONG COMMUNITY BANK SYSTEM, INC. COHIBA MERGER SUB, LLC NORTHEAST RETIREMENT SERVICES, INC. and SHAREHOLDER REPRESENTATIVE SERVICES LLC as Stockholders’ Representative Dated as of December 2, 2016Merger Agreement • December 8th, 2016 • Community Bank System, Inc. • National commercial banks • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of December 2, 2016, by and among Community Bank System, Inc., a Delaware corporation (“Parent”), Cohiba Merger Sub, LLC, a Delaware limited liability company and a direct wholly-owned Subsidiary of Parent (“Merger Sub”), Northeast Retirement Services, Inc., a Massachusetts corporation (the “Company”), and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the representative of the Company Stockholders (as defined below) (the “Stockholders’ Representative”). Parent, Merger Sub, the Company and the Stockholders’ Representative, where applicable, are each sometimes referred to herein as a “Party” and collectively as the “Parties”.
