AGREEMENT AND PLAN OF MERGER dated as of April 20, 2008 among PACKETEER, INC. BLUE COAT SYSTEMS, INC. and COOPER ACQUISITION, INC.Agreement and Plan of Merger • April 23rd, 2008 • Blue Coat Systems Inc • Computer storage devices • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of April 20, 2008 among Packeteer, Inc., a Delaware corporation (the “Company”), Blue Coat Systems, Inc., a Delaware corporation (“Parent”), and Cooper Acquisition, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Subsidiary”).
ContractA Note Purchase Agreement • April 23rd, 2008 • Blue Coat Systems Inc • Computer storage devices • New York
THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A NOTE PURCHASE AGREEMENT DATED AS OF APRIL 20, 2008, BY AND AMONG THE ISSUER AND THE OTHER PERSONS NAMED THEREIN, AS SUCH AGREEMENT MAY BE AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH THE PROVISIONS THEREOF, AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT TO THE TERMS OF SUCH AGREEMENT. COPIES OF SUCH AGREEMENT ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUER.
ContractA Note Purchase Agreement • April 23rd, 2008 • Blue Coat Systems Inc • Computer storage devices • New York
THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A NOTE PURCHASE AGREEMENT DATED AS OF APRIL 20, 2008, BY AND AMONG THE ISSUER AND THE OTHER PERSONS NAMED THEREIN, AS SUCH AGREEMENT MAY BE AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH THE PROVISIONS THEREOF, AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT TO THE TERMS OF SUCH AGREEMENT. COPIES OF SUCH AGREEMENT ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUER.
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • April 23rd, 2008 • Blue Coat Systems Inc • Computer storage devices • Delaware
TENDER AND SUPPORT AGREEMENT (this “Agreement”) dated as of April 20, 2008 among Blue Coat Systems, Inc., a Delaware corporation (“Parent”), Cooper Acquisition, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Subsidiary”), and each individual listed on Annex I (each, a “Shareholder”), each an owner of shares of common stock of Packeteer, Inc., a Delaware corporation (the “Company”).
NOTE PURCHASE AGREEMENT among BLUE COAT SYSTEMS, INC., MANCHESTER SECURITIES CORP. and FRANCISCO PARTNERS II, L.P. Dated: April 20, 2008Note Purchase Agreement • April 23rd, 2008 • Blue Coat Systems Inc • Computer storage devices • Delaware
NOTE PURCHASE AGREEMENT, dated as of April 20, 2008 (this “Agreement”), by and among Blue Coat Systems, Inc., a Delaware corporation (the “Company”), Manchester Securities Corp., a New York corporation (“Manchester”), Francisco Partners II, L.P., a Delaware limited partnership (“FP” and, together with Manchester the “Purchasers”).
STOCK PURCHASE AGREEMENT dated as of April 20, 2008 among THE LIVERPOOL LIMITED PARTNERSHIP, ELLIOTT INTERNATIONAL, L.P. and BLUE COAT SYSTEMS, INC.Stock Purchase Agreement • April 23rd, 2008 • Blue Coat Systems Inc • Computer storage devices • New York
AGREEMENT (this “Agreement”) dated as of April 20, 2008 among Blue Coat Systems, Inc., a Delaware corporation (the “Buyer”), The Liverpool Limited Partnership, a Bermuda limited partnership (“Liverpool”), and Elliott International, L.P., a Cayman Islands limited partnership (“International” and, together with Liverpool, the “Sellers” and each a “Seller”).
