AGREEMENT AND PLAN OF MERGER among: Yelp Inc., a Delaware corporation; Kale Acquisition Corp., a Delaware corporation; Quinoa Acquisition LLC, a Delaware limited liability company; Eat24hours.Com, Inc., a Delaware corporation; Nadav Sharon, Haim Erez,...Merger Agreement • February 10th, 2015 • Yelp Inc • Services-personal services • Delaware
This Agreement And Plan of Merger (the “Agreement”) is made and entered into as of February 9, 2015, by and among: Yelp Inc., a Delaware corporation (“Parent”); Kale Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub I”); Quinoa Acquisition LLC, a Delaware limited liability company and a wholly-owned subsidiary of Parent (“Merger Sub II”, and with Merger Sub I, the “Merger Subs”); Eat24hours.Com, Inc., a Delaware corporation (the “Company”); Nadav Sharon, Haim Erez, Moran Hacmon, Chen Shashar, Asaf Sharon And Amir Eisenstein, each an individual (collectively, the “Major Stockholders”) and Nadav Sharon, as the Stockholders’ Agent (as defined in Section 5.1). Certain other capitalized terms used in this Agreement are defined in Section 1.4(b) and Exhibit A.
