AGREEMENT AND PLAN OF MERGER by and among RPX CORPORATION, NATIONAL ACQUISITION CORP., INVENTUS SOLUTIONS, INC., and INVENTUS INTERMEDIATE, LLC Dated as of December 13, 2015Agreement and Plan of Merger • January 28th, 2016 • RPX Corp • Patent owners & lessors • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of December 13, 2015, is made and entered into by and among RPX Corporation, a Delaware corporation (“Parent”), National Acquisition Corp., a Delaware corporation (“Merger Sub”), Inventus Solutions, Inc., a Delaware corporation (the “Company”) and Inventus Intermediate, LLC, a Delaware limited liability company (the “Principal Stockholder”), and the Principal Stockholder, in its capacity as Equityholder Representative (as hereinafter defined). Parent, Merger Sub, the Company, the Principal Stockholder and the Equityholder Representative are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
