AGREEMENT AND PLAN OF MERGER by and among VICTORIA’S SECRET & CO. FASHION HOLDING GROUP, INC., ADOREME, INC. and, SOLELY IN ITS CAPACITY as COMPANY EQUITYHOLDER REPRESENTATIVE, FORTIS ADVISORS LLC Dated as of November 1, 2022Agreement and Plan of Merger • November 1st, 2022 • Victoria's Secret & Co. • Retail-women's clothing stores • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of November 1, 2022, by and among: Victoria’s Secret & Co., a Delaware corporation (the “Buyer”); Fashion Holding Group, Inc., a Delaware corporation and a wholly owned subsidiary of the Buyer (the “Transitory Subsidiary”); AdoreMe, Inc., a Delaware corporation (the “Company”); and, solely for purposes of being bound by and having the benefit of the relevant provisions of Section 2.1, Section 2.4, Section 2.6, Section 2.7, Section 2.8, Section 5.7, Section 7.1(h), Section 10.4, ARTICLE XI and ARTICLE XII and solely in such Person’s capacity as the Company Equityholder Representative, Fortis Advisors LLC, a Delaware limited liability company (the “Company Equityholder Representative”).
