AGREEMENT AND PLAN OF MERGER DATED AS OF JUNE 18, 2012 BY AND AMONG NETWORK ENGINES, INC., UNICOM SYSTEMS, INC., AND UNICOM SUB TWO, INC.Agreement and Plan of Merger • June 20th, 2012 • Network Engines Inc • Services-prepackaged software • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of June 18, 2012 (this “Agreement”), by and among UNICOM SYSTEMS, INC. a California corporation (“Parent”), UNICOM SUB TWO, INC., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and NETWORK ENGINES, INC., a Delaware corporation (the “Company”). All capitalized terms used in this Agreement shall have the meanings assigned to such terms in Section 8.4 or as otherwise defined elsewhere in this Agreement unless the context clearly indicates otherwise.
TRANSACTION BONUS AGREEMENTTransaction Bonus Agreement • June 20th, 2012 • Network Engines Inc • Services-prepackaged software • Massachusetts
This Transaction Bonus Agreement (the “Agreement”), by and between Network Engines, Inc., a Delaware corporation (the “Company”) and Gregory A. Shortell (the “Executive”) is dated June 18, 2012.
VOTING AGREEMENTVoting Agreement • June 20th, 2012 • Network Engines Inc • Services-prepackaged software • Delaware
This VOTING AGREEMENT (this “Agreement”), dated as of June 18, 2012, by and between the undersigned stockholder (“Stockholder”) of Network Engines, Inc., a Delaware corporation (the “Company”), and Unicom Systems, Inc., a California corporation (“Parent”).
