AGREEMENT AND PLAN OF MERGER BY AND AMONG MARCHEX, INC. EINSTEIN HOLDINGS I, INC. EINSTEIN HOLDINGS 2, LLC INDUSTRYBRAINS, INC. THE PRIMARY SHAREHOLDERS OF INDUSTRYBRAINS, INC. AND WITH RESPECT TO ARTICLES II, VII AND XII ONLY ERIK MATLICK, AS...Agreement and Plan of Merger • August 2nd, 2005 • Marchex Inc • Services-business services, nec • Delaware
AGREEMENT AND PLAN OF MERGER (the “Agreement”) dated as of July 27, 2005, by and among Marchex, Inc., a corporation organized under the laws of the State of Delaware (the “Parent”), Einstein Holdings I, Inc., a corporation organized under the laws of the State of Delaware and a wholly-owned direct subsidiary of the Parent (the “First Acquisition Corp.”), Einstein Holdings 2, LLC, a limited liability company organized under the laws of the State of Delaware and a wholly-owned direct subsidiary of the Parent (the “Second Acquisition Corp.”), IndustryBrains, Inc., a corporation organized under the laws of the State of New York (the “Company”), the undersigned holders of issued and outstanding capital stock of the Company (the “Primary Shareholders”) and with respect to Articles II, VII and XII hereof, Erik Matlick (in such capacity, the “Shareholder Representative”).
