AGREEMENT AND PLAN OF MERGER by and among ONLINE RESOURCES CORPORATION, ONLINE RESOURCES ACQUISITION CO. and PRINCETON ECOM CORPORATION and the Individuals identified herein as the Stockholder Representative Dated as of May 5, 2006Agreement and Plan of Merger • May 8th, 2006 • Online Resources Corp • Services-business services, nec • Delaware
THIS AGREEMENT AND PLAN OF MERGER (“Agreement”), dated as of May 5, 2006, is made by and among Online Resources Corporation, a Delaware corporation (“Parent”), Online Resources Acquisition Co., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), Princeton eCom Corporation, a Delaware corporation (the “Company”), and a committee consisting of Lawrence Mock, Steven Piaker and Manu Rana, solely in their capacities as representatives of the Company Securityholders and the Incentive Plan Participants pursuant to the terms of this Agreement (collectively, the “Stockholder Representative”). Capitalized terms used in this Agreement are defined in Section 10.1, or in the applicable Section of this Agreement to which reference is made in Section 10.1.
