AGREEMENT AND PLAN OF MERGER by and among ASPEN PARENT, INC., ASPEN MERGER SUB, INC., REDWOOD MERGER SUB, INC., OUTERWALL INC. and REDBOX AUTOMATED RETAIL, LLC July 24, 2016Merger Agreement • July 28th, 2016 • Outerwall Inc • Services-personal services • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of July 24, 2016 (this “Agreement”), is by and among Aspen Parent, Inc., a Delaware corporation (“Parent”), Aspen Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Outerwall Merger Sub”), Redwood Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Redbox Merger Sub” and together with Outerwall Merger Sub, the “Merger Subs”), Outerwall Inc., a Delaware corporation (the “Company”), and Redbox Automated Retail, LLC, a Delaware limited liability company and wholly owned Subsidiary of the Company (“Redbox”).
