EXHIBIT 2.7 [FORM OF AGREEMENT] FRACTAL DESIGN CORPORATION VOTING AGREEMENT This Voting Agreement ("AGREEMENT") is made and entered into as of February 11, 1997, between MetaTools, Inc., a Delaware corporation ("PARENT"), and the undersigned...Merger Agreement • April 28th, 1997 • Metatools Inc • Services-prepackaged software • California
BACKGROUND ----------Noncompetition Agreement • April 28th, 1997 • Metatools Inc • Services-prepackaged software • California
EXHIBIT 2.4 [FORM OF AGREEMENT] METATOOLS, INC. AFFILIATE AGREEMENT This METATOOLS, INC. AFFILIATE AGREEMENT ("AGREEMENT") is dated as of February 11, 1997, between MetaTools, Inc., a Delaware corporation ("METATOOLS"), Fractal Design Corporation, a...Form of Agreement • April 28th, 1997 • Metatools Inc • Services-prepackaged software • Delaware
EXHIBIT 2.6 [FORM OF AGREEMENT] METATOOLS, INC. VOTING AGREEMENT This Voting Agreement ("AGREEMENT") is made and entered into as of February 11, 1997, between Fractal Design Corporation, a California corporation (the "COMPANY"), and the undersigned...Voting Agreement • April 28th, 1997 • Metatools Inc • Services-prepackaged software • California
EXHIBIT 2.5 [FORM OF AGREEMENT] FRACTAL DESIGN CORPORATION AFFILIATE AGREEMENT This FRACTAL DESIGN CORPORATION AFFILIATE AGREEMENT ("AGREEMENT") is dated as of February 11, 1997, between MetaTools, Inc., a Delaware corporation ("METATOOLS"), Fractal...Metatools Inc • April 28th, 1997 • Services-prepackaged software • Delaware
EXHIBIT 2.3 [OPTION FROM FRACTAL TO METATOOLS] STOCK OPTION AGREEMENT THIS STOCK OPTION AGREEMENT dated as of February 11, 1997 (the "AGREEMENT") is entered into by and between Fractal Design Corporation, a California corporation ("FRACTAL"), and...Stock Option Agreement • April 28th, 1997 • Metatools Inc • Services-prepackaged software • California
April 28, 1997 Dear Shareholder: Fractal Design Corporation, a California corporation ("Fractal"), has entered into an Agreement and Plan of Reorganization (the "Reorganization Agreement") with MetaTools, Inc., a Delaware corporation ("MetaTools"),...Metatools Inc • April 28th, 1997 • Services-prepackaged software
Dear Shareholder: Fractal Design Corporation, a California corporation ("Fractal"), has entered into an Agreement and Plan of Reorganization (the "Reorganization Agreement") with MetaTools, Inc., a Delaware corporation ("MetaTools"), and Rook Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of MetaTools ("Merger Sub"), providing for a combination of Fractal and MetaTools. Pursuant to the Reorganization Agreement, a special meeting of shareholders (the "Meeting") of Fractal will be held at 5550 Scotts Valley Drive, Scotts Valley, California on May 29, 1997 at 8:00 a.m. local time. At the Meeting you will be asked to consider and vote upon the approval of the Reorganization Agreement, which provides for the merger of Merger Sub with and into Fractal (the "Merger"). Upon consummation of the Merger, Fractal will become a wholly-owned subsidiary of MetaTools and, subject to approval of MetaTools' stockholders, MetaTools will change its corporate name to "MetaCreations
EXHIBIT 2.1 AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG FRACTAL DESIGN CORPORATION ROOK ACQUISITION CORP. AND METATOOLS, INC. DATED AS OF FEBRUARY 11, 1997Agreement and Plan of Reorganization • April 28th, 1997 • Metatools Inc • Services-prepackaged software • California
