AGREEMENT AND PLAN OF MERGER BY AND AMONG DIGITAL MUSIC GROUP, INC. LONGTAIL ACQUISITION CORP. DIGITAL RIGHTS AGENCY LLC TUHIN ROY and RAPFOGEL PARTNERS LTD. Dated as of September 8, 2006Agreement and Plan of Merger • September 11th, 2006 • Digital Music Group, Inc. • Patent owners & lessors • California
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of September 8, 2006 by and among Digital Music Group, Inc., a Delaware corporation (“Purchaser”), Longtail Acquisition Corp., a California corporation (“Merger Sub”), Digital Rights Agency LLC, a California limited liability company (the “Company”), and Tuhin Roy and Rapfogel Partners Ltd., a Texas limited partnership (each, a “Substantial Member”). Certain capitalized terms used but not otherwise defined herein are defined in Article VIII hereof.
