AGREEMENT AND PLAN OF REORGANIZATION by and among SQUARE, INC., FOREST MERGER SUB, INC., FOREST MERGER LLC WEEBLY, INC. AND SHAREHOLDER REPRESENTATIVE SERVICES LLC, As Stockholder Representative APRIL 26, 2018Agreement and Plan of Reorganization • April 26th, 2018 • Square, Inc. • Services-prepackaged software • Delaware
THIS AGREEMENT AND PLAN OF REORGANIZATION (this “Agreement”) is made and entered into as of April 26, 2018 by and among Square, Inc., a Delaware corporation (“Parent”), Forest Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub I”), Forest Merger LLC, a Delaware limited liability company and wholly-owned subsidiary of Parent (“Merger Sub II” and, together with Merger Sub I, the “Merger Subs”), Weebly, Inc., a Delaware corporation (the “Company”), and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as representative of the Indemnifying Parties (the “Stockholder Representative”). All capitalized terms that are used but not defined herein shall have the respective meanings ascribed thereto in Annex A.
Square to Acquire Weebly Addition of website-building company will enable sellers to easily start or grow an omnichannel business with one cohesive solutionSquare, Inc. • April 26th, 2018 • Services-prepackaged software
SAN FRANCISCO, CA – April 26, 2018 – Square, Inc. (NYSE: SQ) has entered into a definitive agreement to acquire Weebly. Square will pay a mix of cash and stock of approximately $365 million, which includes Square restricted stock units for Weebly’s founders and employees that will vest over four years subsequent to closing. This consideration includes Weebly’s estimated net cash. Weebly is a San Francisco–based technology company that provides customers with tools to easily build a professional website or online store.
