AGREEMENT AND PLAN OF REORGANIZATION by and among MARIN SOFTWARE INCORPORATED, a Delaware corporation, INFINITY ACQUISITION SUB, INC., a Delaware corporation, INFINITY ACQUISITION SUB II, LLC A Delaware limited liability company, NOWSPOTS, INC., a...Agreement and Plan of Reorganization • June 4th, 2014 • Marin Software Inc • Services-computer processing & data preparation • Delaware
THIS AGREEMENT AND PLAN OF REORGANIZATION (this “Agreement”) is made and entered into as of May 30 (the “Agreement Date”), by and among Marin Software Incorporated, a Delaware corporation (“Acquirer”), Infinity Acquisition Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Acquirer (“Merger Sub I”), Infinity Acquisition Sub II, LLC, a Delaware limited liability company and a wholly owned subsidiary of Acquirer (“Merger Sub II” and, together with Merger Sub I, the “Merger Subs”), NowSpots, Inc., a Delaware corporation (the “Company”), and Fortis Advisors LLC, a Delaware limited liability company, solely in its capacity as the stockholders’ agent (the “Stockholders’ Agent”). Certain other capitalized terms used herein are defined in Exhibit A.
