AGREEMENT AND PLAN OF MERGER among SPARK NETWORKS SE, CHEMISTRY INC., ZOOSK, INC. and FORTIS ADVISORS LLC AS THE HOLDERS’ REPRESENTATIVE Dated as of March 21, 2019Merger Agreement • March 22nd, 2019 • Spark Networks SE • Services-personal services • Delaware
This Agreement and Plan of Merger (this “Agreement”), dated as of March 21, 2019 (the “Agreement Date”), is among Spark Networks SE, a European stock corporation (Societas Europaea, SE) with corporate seat in Germany (“Parent”), Chemistry Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), Zoosk, Inc., a Delaware corporation (the “Company”), and Fortis Advisors LLC, a Delaware limited liability company, solely in its capacity as the Holders’ Representative. Each of Parent, Merger Sub, the Company and the Holders’ Representative are referred to in this Agreement sometimes individually as a “Party” and, collectively, as the “Parties.” Certain capitalized terms used herein without definition are defined in Section 9.12.
