AGREEMENT AND PLAN OF MERGER BY AND AMONG VG HOLDING CORP., WHI MERGER CORPORATION, ELECTRONIC ARTS INC., THE STOCKHOLDERS THAT ARE SIGNATORIES HERETO, AND WITH RESPECT TO ARTICLES VII AND IX ONLY ELEVATION MANAGEMENT, LLC, AS STOCKHOLDER...Merger Agreement • October 11th, 2007 • Electronic Arts Inc. • Services-prepackaged software • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of October 11, 2007 by and among Electronic Arts Inc., a Delaware corporation (“Parent”), WHI Merger Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Sub”), VG Holding Corp., a Delaware corporation (the “Company”), each of the stockholders of the Company and holders of Exchangeable Shares who have signed the signature page hereto as of the date hereof (the “Stockholder Signatories”) or who executes and delivers a Joinder (as defined herein) after the date hereof (the “Joinder Parties” and collectively with the Stockholder Signatories, the “Stockholder Parties”) and with respect to Article VII and Article IX only, Elevation Management, LLC as Stockholder Representative (the “Stockholder Representative”).
