AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG ARUBA NETWORKS, INC., ALOHA ACQUISITION CORPORATION, AIRWAVE WIRELESS, INC., GARY HEGNA, GREG MURPHY, BRYAN WARGO, KEVIN BEALS AND PAUL GRAY, AS PRINCIPAL SHAREHOLDERS, AND WITH RESPECT TO ARTICLES...Agreement and Plan of Reorganization • January 9th, 2008 • Aruba Networks, Inc. • Computer peripheral equipment, nec • California
THIS AGREEMENT AND PLAN OF REORGANIZATION (the “Agreement”) is made and entered into as of January 4, 2008 by and among Aruba Networks, Inc., a Delaware corporation (“Parent”), Aloha Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Sub”), Airwave Wireless, Inc., a Delaware corporation (the “Company”), Gary Hegna, Greg Murphy, Bryan Wargo, Kevin Beals, and Paul Gray (the “Principal Shareholders”), and with respect to Article VII, Article VIII and Article IX hereof only, Westbury Equity Partners SBIC, L.P., a Delaware limited partnership, Ignition, LLC, a Delaware limited liability company, Idealab Holdings, L.L.C., a Delaware limited liability company (the “Investor Shareholders”) and Robert Headley as shareholder representative (the “Shareholder Representative”), and U.S. Bank National Association as escrow agent.
