AGREEMENT AND PLAN OF MERGER dated August 16, 2007 by and among GSI COMMERCE, INC., BLUE ROUTE, INC. ACCRETIVE COMMERCE, INC. and THE PRINCIPAL STAKEHOLDERS OF ACCRETIVE COMMERCE, INC.Agreement and Plan of Merger • August 17th, 2007 • Gsi Commerce Inc • Retail-catalog & mail-order houses • Delaware
BACKGROUND: Company and its Subsidiaries are in the business of, among other things, providing to third parties fulfillment services, technology services, customer care and photo studio services in connection with direct to consumer commerce (“Company Business”). The Principal Stakeholders collectively own, directly or indirectly, at least 85% of the issued and outstanding capital stock of the Company (“Company Stock”). At Closing (as defined herein), the parties desire that Newco, a wholly-owned subsidiary of GSI, be merged with and into the Company (the “Merger”) on the terms and subject to the conditions set forth in this Agreement and Plan of Merger (the “Agreement”). The Board of Directors of the Company has determined that the Merger and the other transactions contemplated by this Agreement are in the best interests of the Company and its stockholders. The respective Boards of Directors of GSI and Newco have determined that the Merger and the other transactions contemplated by th
