AGREEMENT AND PLAN OF MERGER AND REORGANIZATION dated as of September 4, 2017 by and among RHYTHMONE PLC, REDWOOD MERGER SUB I, INC., REDWOOD MERGER SUB II, INC. and YUME, INC.Agreement and Plan of Merger and Reorganization • September 5th, 2017 • YuMe Inc • Services-advertising agencies • Delaware
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION is made and entered into as of September 4, 2017 (the “Agreement Date”) (as amended, restated, modified or supplemented from time to time, this “Agreement”), among RhythmOne plc, a public limited company incorporated under the laws of England and Wales (“Parent”), Redwood Merger Sub I, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Purchaser”), Redwood Merger Sub II, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub Two” and collectively with Purchaser, the “Merger Subs” and each, individually, a “Merger Sub”) and Yume, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
