EQUITY PURCHASE AGREEMENT AND AGREEMENT AND PLAN OF MERGER BY AND AMONG KENEXA CORPORATION KENEXA TECHNOLOGY, INC. BIRMINGHAM ACQUISITION CORP. BRASSRING LLC BRASSRING INC. GANNETT SATELLITE INFORMATION NETWORK, INC. BRLLC HOLDINGS, INC. TRIBUNE...Equity Purchase Agreement and Agreement and Plan of Merger • October 10th, 2006 • Kenexa Corp • Services-prepackaged software • Delaware
THIS EQUITY PURCHASE AGREEMENT and AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of October 5, 2006, is by and among KENEXA CORPORATION, a Pennsylvania corporation (“Parent”), KENEXA TECHNOLOGY, INC., a Pennsylvania corporation and wholly-owned subsidiary of Parent (“Kenexa Technology”), BIRMINGHAM ACQUISITION CORP., a Delaware corporation and wholly-owned subsidiary of Kenexa Technology (“Acquisition Sub”), BRASSRING LLC, a Delaware limited liability company (“BRLLC”), BRASSRING INC., a Delaware corporation (“BRINC”), GANNETT SATELLITE INFORMATION NETWORK, INC., a Delaware corporation (“Gannett”), BRLLC HOLDINGS, INC., a Delaware corporation (“Post”), TRIBUNE NATIONAL MARKETING COMPANY, a Delaware corporation (“Tribune”), the ACCEL PARTIES (as defined herein) and Gerald M. Rosberg solely as the representative (the “Representative”) of the Equityholders (as defined below).
