Agreement and Plan of Merger Dated as of March 5, 2020 By and Among The Meet Group, Inc., eHarmony Holding, Inc., Holly Merger Sub, Inc., and, solely for purposes of Section 10.17, NCG – NUCOM GROUP SEMerger Agreement • March 5th, 2020 • Meet Group, Inc. • Services-advertising • Delaware
This Agreement and Plan of Merger (together with the Disclosure Letters and Exhibits hereto, this “Agreement”) is made as of the 5th day of March, 2020, by and among The Meet Group, Inc., a Delaware corporation (the “Company”), eHarmony Holding, Inc., a Delaware corporation (“Parent”), Holly Merger Sub, Inc., a Delaware corporation and direct, wholly owned Subsidiary of Parent (“Merger Sub”), and NCG – NUCOM GROUP SE, a European stock corporation (“Parent Guarantor”), solely for purposes of Section 10.17 of this Agreement. Each of Parent, Merger Sub and the Company is sometimes referred to herein individually as a “Party” and collectively they are sometimes referred to herein as the “Parties.”
AMENDMENT NO. 5 TO EMPLOYMENT AGREEMENTEmployment Agreement • March 5th, 2020 • Meet Group, Inc. • Services-advertising
This Amendment No. 5 (this “Amendment”) to the Employment Agreement dated July 19, 2011 between the Meet Group, Inc. (f/k/a MeetMe, Inc. and Quepasa Corporation) (the “Company”) and Geoff Cook (the “Executive”) is made this fifth day of March, 2020. The Company and the Executive are referred to below individually as a “Party” and collectively as the “Parties”.
AMENDMENT NO. 1 TO TAX BENEFITS PRESERVATION PLANTax Benefits Preservation Plan • March 5th, 2020 • Meet Group, Inc. • Services-advertising • New York
This AMENDMENT NO. 1 TO TAX BENEFITS PRESERVATION PLAN, dated as of March 5, 2020 (this “Amendment”), is made and entered into by and between The Meet Group, Inc., a Delaware corporation (the “Company”), and Action Stock Transfer Corporation, as Rights Agent (the “Rights Agent”). Except as otherwise provided herein, capitalized terms used but not otherwise defined in this Amendment shall have the meanings ascribed to such terms in the Tax Benefits Plan (as defined below).
