AGREEMENT AND PLAN OF MERGER BY AND AMONG VISTAPRINT N.V., VISTAPRINT USA, INCORPORATED, WOODBRIDGE ACQUISITION CORP, WEBS, INC. AND SHAREHOLDER REPRESENTATIVE SERVICES LLC AS SECURITYHOLDER REPRESENTATIVEMerger Agreement • December 20th, 2011 • Vistaprint N.V. • Commercial printing • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of December 16, 2011 by and among Vistaprint N.V., a company organized under the laws of the Netherlands (“Parent”), Vistaprint USA, Incorporated, a Delaware corporation and a directly or indirectly wholly-owned subsidiary of Parent (“Midco”), Woodbridge Acquisition Corporation, a Delaware corporation and a directly or indirectly wholly-owned subsidiary of Parent and Midco (such entity, or any other directly or indirectly wholly owned Parent and Midco subsidiary that Parent may elect to substitute therefor, “Sub”), Webs, Inc., a Delaware corporation (such corporation and any predecessor entity thereto, the “Company”), and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as Securityholder Representative (the “Securityholder Representative”). Certain capitalized terms used but not otherwise defined herein are defined in Article X of this Agreement.
