AGREEMENT AND PLAN OF MERGER BY AND AMONG SECURE COMPUTING CORPORATION, PEACH ACQUISITION CORP., CIPHERTRUST, INC., AND CT SHAREHOLDERS’ REPRESENTATIVE LLC, AS SHAREHOLDER REPRESENTATIVE DATED AS OF JULY 11, 2006Lock-Up Agreement • July 13th, 2006 • Secure Computing Corp • Computer peripheral equipment, nec • Illinois
This Agreement and Plan of Merger is made and entered into as of July 11, 2006, among SECURE COMPUTING CORPORATION, a Delaware corporation (“Parent”), PEACH ACQUISITION CORP., a Georgia corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), CIPHERTRUST, INC., a Georgia corporation (the “Company”) and CT Shareholders’ Representative LLC, a Georgia limited liability company, as Shareholder Representative (the “Shareholder Representative”). Parent, the Company, Merger Sub and the Shareholder Representative are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
