AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG FIREEYE, INC., VIKING MERGER CORPORATION, VIKING MERGER LLC, VERODIN, INC. AND SHAREHOLDER REPRESENTATIVE SERVICES LLC AS STOCKHOLDER REPRESENTATIVEAgreement and Plan of Reorganization • May 28th, 2019 • FireEye, Inc. • Computer peripheral equipment, nec • Delaware
THIS AGREEMENT AND PLAN OF REORGANIZATION (the “Agreement”) is made and entered into as of May 28, 2019 by and among FireEye, Inc., a Delaware corporation (“Parent”), Viking Merger Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub I”), Viking Merger LLC, a Delaware limited liability company and wholly owned subsidiary of Parent (“Merger Sub II” and, together with Merger Sub I, the “Merger Subs”), Verodin, Inc., a Delaware corporation (the “Company”), and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as representative, agent and attorney-in-fact of the Indemnifying Parties (the “Stockholder Representative”). All capitalized terms that are used but not defined herein shall have the respective meanings ascribed thereto in Annex A.
