AGREEMENT AND PLAN OF MERGER by and among PRGX USA, INC., BRAVEHEART MERGER CO., LAVANTE, INC., POINTGUARD VENTURES I, L.P. AND KRISH PANU (AS STOCKHOLDER REPRESENTATIVE) As of October 25, 2016Merger Agreement • October 25th, 2016 • PRGX Global, Inc. • Services-engineering, accounting, research, management • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of October 25, 2016, is made and entered into by and among PRGX USA, INC., a Georgia corporation (the “Purchaser”); BRAVEHEART MERGER CO., a Delaware corporation and wholly owned subsidiary of the Purchaser (“Merger Sub”); LAVANTE, INC., a Delaware corporation (the “Company”); PointGuard Ventures I, L.P., a Delaware limited partnership (“PointGuard” or the “Major Stockholder”; and Krish Panu, in the capacity of the Stockholder Representative. The Purchaser, Merger Sub, the Company, the Major Stockholder and the Stockholder Representative are sometimes individually referred to herein as a “Party” and collectively as the “Parties.” Certain capitalized terms used in this Agreement are defined in Section 1.1 of this Agreement.
