0001193125-18-159250 Sample Contracts

AGREEMENT AND PLAN OF MERGER BY AND AMONG WORDSTREAM, INC., GANNETT CO., INC., ORCA MERGER SUB, INC. AND SHAREHOLDER REPRESENTATIVE SERVICES LLC, as the EQUITYHOLDER REPRESENTATIVE Dated as of May 9, 2018

Merger Agreement • May 10th, 2018 • Gannett Co., Inc. • Newspapers: publishing or publishing & printing • Delaware

• Contract Type
  Merger Agreement
• Filed
  May 10th, 2018
• Company
  Gannett Co., Inc.
• Industry
  Newspapers: publishing or publishing & printing
• Jurisdiction
  Delaware

This Agreement and Plan of Merger (this “Agreement”), dated as of May 9, 2018 (the “Agreement Date”), is entered into by and among WordStream, Inc., a Delaware corporation (the “Company”), Gannett Co., Inc., a Delaware corporation (the “Purchaser”), Orca Merger Sub, Inc., a Delaware corporation and direct, wholly owned subsidiary of the Purchaser (“Merger Sub”), and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the representative, agent and attorney-in-fact of the Company Equityholders (the “Equityholder Representative”). Certain capitalized terms used herein are defined in Section 1.1.