AGREEMENT AND PLAN OF MERGER among UNDER ARMOUR, INC., a Maryland corporation; MARATHON MERGER SUB, INC., a Delaware corporation; MYFITNESSPAL, INC., a Delaware corporation; and FORTIS ADVISORS LLC, as the Securityholders’ Agent. Dated as of February...Agreement and Plan of Merger • February 4th, 2015 • Under Armour, Inc. • Apparel & other finishd prods of fabrics & similar matl • Delaware
This Agreement and Plan of Merger (“Agreement”) is made and entered into as of February 3, 2015 (the “Agreement Date”), by and among Under Armour, Inc., a Maryland corporation (“Parent”); Marathon Merger Sub, Inc., a Delaware corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”); MyFitnessPal, Inc., a Delaware corporation (the “Company”); and Fortis Advisors LLC, a Delaware limited liability company, as the Securityholders’ Agent (as defined in Section 10.1). Certain capitalized terms used in this Agreement are defined in Exhibit A.
