AGREEMENT AND PLAN OF MERGER by and among WILDEBEEST INTERMEDIATE, LLC, WILDEBEEST-2 MERGER SUB, INC., GOVDELIVERY HOLDINGS, INC., ACTUA HOLDINGS, INC., and THE EQUITYHOLDERS’ REPRESENTATIVE Dated as of September 20, 2016Merger Agreement • September 26th, 2016 • Actua Corp • Services-computer programming services • Delaware
This Agreement and Plan of Merger (this “Agreement”) is entered into as of September 20, 2016, by and among Wildebeest Intermediate, LLC, a Delaware limited liability company (“Parent”), Wildebeest-2 Merger Sub, Inc., a Delaware corporation (“Merger Sub”), GovDelivery Holdings, Inc., a Delaware corporation (the “Company”), and Actua USA Corporation, a Delaware corporation, solely in its capacity as the Equityholders’ Representative (as defined below) and, solely for purposes of Section 9(c)(viii), Actua Holdings, Inc., a Delaware corporation (“Seller”). Parent, Merger Sub, the Company, the Equityholders and the Equityholders’ Representative are referred to sometimes individually as a “Party” and, collectively herein as the “Parties”. Capitalized terms used herein and not otherwise defined shall have the meanings set forth on Appendix A attached hereto.
