AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG NEWTOWN LANE MARKETING, INCORPORATED, NEWTOWN MERGER SUB CORP. and CYXTERA CYBERSECURITY, INC. DATED AS OF FEBRUARY 8, 2021Agreement and Plan of Reorganization • February 9th, 2021 • Newtown Lane Marketing Inc • Bakery products • Delaware
THIS AGREEMENT AND PLAN OF REORGANIZATION is made and entered into as of February 8, 2021 (the “Agreement Date”), by and among Newtown Lane Marketing, Incorporated, a Delaware corporation (“Parent”), Newtown Merger Sub Corp., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and Cyxtera Cybersecurity, Inc. (doing business as Appgate), a Delaware corporation (the “Company”). The term “Agreement” as used herein refers to this Agreement and Plan of Reorganization, as the same may be amended from time to time, and all schedules hereto (including the Company Schedules and the Parent Schedules, as defined in the preambles to Articles II and III hereof, respectively). Each of Parent, Merger Sub and the Company shall be referred to herein, individually, as a “Party” and, collectively, as the “Parties”. Except as otherwise indicated, capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in Section 8.2.
FORM OF SUPPORT AGREEMENTJoinder Agreement • February 9th, 2021 • Newtown Lane Marketing Inc • Bakery products • Delaware
This SUPPORT AGREEMENT (this “Agreement”), dated as of February 8, 2021, is entered into by and among Newtown Lane Marketing, Incorporated, a Delaware corporation (“Parent”), Cyxtera Cybersecurity, Inc., a Delaware corporation (the “Company”), and each undersigned stockholder (any such stockholder, the “Stockholder” and, together with Parent and the Company, each a “Party” and collectively, the “Parties”) of Parent. Capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to them in the Agreement and Plan of Reorganization, dated as of [●], 2021 (as amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among Parent, Newtown Merger Sub Corp., a Delaware corporation (“Merger Sub”), and the Company.
