AGREEMENT AND PLAN OF MERGER among THE RUBICON PROJECT, INC., CAVIAR ACQUISITION CORP., NTOGGLE, INC., SHAREHOLDER REPRESENTATIVE SERVICES LLC, AS THE HOLDER REPRESENTATIVE, and THE PERSONS DELIVERING JOINDER AGREEMENTS HEREWITH Dated as of July 11, 2017.Agreement and Plan of Merger • July 17th, 2017 • Rubicon Project, Inc. • Services-computer programming, data processing, etc. • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated as of July 11, 2017 (this “Agreement”), is by and among THE RUBICON PROJECT, INC., a Delaware corporation (“Parent”), CAVIAR ACQUISITION CORP., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), nToggle, Inc., a Delaware corporation (the “Company”), SHAREHOLDER REPRESENTATIVE SERVICES LLC, a Colorado limited liability company, solely in its capacity as the initial Holder Representative hereunder, and the Persons delivering Joinder Agreements herewith.
