AGREEMENT AND PLAN OF MERGER Dated as of September 4, 2019 by and among PRUDENTIAL FINANCIAL, INC., RAIN MERGER SUB, LLC, ASSURANCE IQ, INC., GULLIVER SWENSON, solely for the purposes of Article II and Sections 5.6 and 9.16, as the Shareholder...Merger Agreement • September 5th, 2019 • Prudential Financial Inc • Life insurance • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated as of September 4, 2019 (this “Agreement”), is made by and among Prudential Financial, Inc., a New Jersey corporation (“Parent”); Rain Merger Sub, LLC, a Washington limited liability company and wholly owned subsidiary of Parent (“Merger Sub”); Assurance IQ, Inc., a Washington corporation (where applicable, including such entity after its conversion into a limited liability company as contemplated by the Pre-Closing Restructuring, the “Company”); solely for the purposes of Article II and Sections 5.6 and 9.16 and solely in his capacity as the Shareholder Representative, Gulliver Swenson, an individual person; and, solely for purposes of Articles III and VIII and Sections 2.1(f), 2.4(b), 2.7, 2.8, 5.3(g), 5.6(e), 5.8, 5.9, 5.11, 5.12, Michael Paulus and Michael Rowell (each, a “Founder”).
