AGREEMENT AND PLAN OF MERGERMerger Agreement • November 6th, 2014 • Rocket Fuel Inc. • Services-computer programming, data processing, etc. • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of August 4, 2014 (the “Agreement Date”), by and among Rocket Fuel Inc., a Delaware corporation (“Acquirer”), Denali Acquisition Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Acquirer (“Merger Sub I”), Denali Acquisition Sub II, LLC, a Delaware limited liability company and a wholly owned subsidiary of Acquirer (“Merger Sub II”, and together with Merger Sub I, the “Merger Subs”), X Plus Two Solutions, Inc., a Delaware corporation (the “Company”), and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the agent of the Converting Holders (the “Stockholders’ Agent”). Certain other capitalized terms used herein are defined in Exhibit A.
ROCKET FUEL INC. FIFTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • November 6th, 2014 • Rocket Fuel Inc. • Services-computer programming, data processing, etc. • California
This Fifth Amended and Restated Investor Rights Agreement (this “Agreement”) is made and entered into as of September 5, 2014 (the “Effective Date”) by and among Rocket Fuel Inc., a Delaware corporation (the “Company”), the Investors (as defined below), the X Plus Two Holders (as defined below), and the Founders (as defined below).
