CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS (*) DENOTE SUCH OMISSIONS.Merger Agreement • January 29th, 2008 • Gsi Commerce Inc • Retail-catalog & mail-order houses • New York
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of January 23, 2008, by and among GSI Commerce, Inc., a Delaware corporation (“Parent”), Dolphin Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Acquisition Sub”), E-Dialog, Inc., a Delaware corporation (“Company”), and, solely for purposes of Section 2.10, Section 7.7, Article IX and Section 11.13, the Stockholders’ Representative (as defined in Section 11.13).
VOTING AND SUPPORT AGREEMENT dated as of January 23, 2008 by and among GSI COMMERCE, INC. and THE STOCKHOLDERS SIGNATORY HERETOVoting and Support Agreement • January 29th, 2008 • Gsi Commerce Inc • Retail-catalog & mail-order houses • New York
