AGREEMENT AND PLAN OF MERGER BY AND AMONG FUSION ACQUISITION CORP., ML MERGER SUB INC., and MONEYLION INC. DATED AS OF FEBRUARY 11, 2021Merger Agreement • February 12th, 2021 • Fusion Acquisition Corp. • Blank checks • Delaware
THIS AGREEMENT AND PLAN OF MERGER is made and entered into as of February 11, 2021, by and among Fusion Acquisition Corp., a Delaware corporation (“Parent”), ML Merger Sub Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Parent (“Merger Sub”), and MoneyLion Inc., a Delaware corporation (the “Company”). Each of the Company, Parent and Merger Sub shall individually be referred to herein as a “Party” and, collectively, the “Parties”. The term “Agreement” as used herein refers to this Agreement and Plan of Merger, as the same may be amended from time to time, and all schedules, exhibits and annexes hereto (including the Company Disclosure Letter and the Parent Disclosure Letter, as defined herein). Defined terms used in this Agreement are listed alphabetically in Schedule A, together with the section and, if applicable, subsection in which the definition of each such term is located.
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • February 12th, 2021 • Fusion Acquisition Corp. • Blank checks • Delaware
This Sponsor Support Agreement (this “Sponsor Agreement”) is dated as of February 11, 2021, by and among Fusion Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Fusion Acquisition Corp., a Delaware corporation (“Parent”), the undersigned individuals, each of whom is a member of Parent’s board of directors and/or management team (each of the undersigned individuals, an “Insider” and collectively, the “Insiders”) and MoneyLion Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
