AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER by and among POWERREVIEWS, LLC, WAVETABLE LABS, LLC, PRL ACQUISITION LLC, BAZAARVOICE, INC., and with respect to ARTICLES X and XI only, U.S. Bank National Association, in its capacity as Escrow Agent...Agreement and Plan of Merger • July 8th, 2014 • Bazaarvoice Inc • Services-prepackaged software • Delaware
THIS AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of June 25, 2014, is made by and among Wavetable Labs, LLC, a Delaware limited liability company (the “Parent”), PRL Acquisition LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Parent (the “Merger Sub”), PowerReviews, LLC, a Delaware limited liability company (the “Company”), which is a direct wholly owned subsidiary of Bazaarvoice, Inc., a Delaware corporation (“Seller”), Seller and, with respect to ARTICLE X and ARTICLE XI only, U.S. Bank, National Association, in its capacity as Escrow Agent.
Unaudited Pro Forma Condensed Consolidated Balance SheetForma Condensed • July 8th, 2014 • Bazaarvoice Inc • Services-prepackaged software
On June 25, 2014, Bazaarvoice, Inc. (“Bazaarvoice” or the “Company”) entered into an Amended and Restated Agreement and Plan of Merger (the “Merger Agreement”) by and among Wavetable Labs, Inc., a Delaware corporation (as successor by conversion to Wavetable Labs, LLC) (“Wavetable”), PowerReviews, LLC, a Delaware limited liability company and wholly owned subsidiary of Bazaarvoice (“PowerReviews”), and certain other parties pursuant to which Bazaarvoice would divest the business of PowerReviews.
