AGREEMENT AND PLAN OF MERGER dated as of May 21, 2007 by and among OREO ACQUISITION CO., LLC., BRIDGEPORT NETWORKS, INC., HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD., HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS FUND, L.P. AND THE SELLERSAgreement and Plan of Merger • May 22nd, 2007 • Harbinger Capital Partners Master Fund I, Ltd. • Services-prepackaged software • New York
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of May 21, 2007, by and among Oreo Acquisition Co., LLC (“Buyer”), a Delaware limited liability company, BridgePort Networks, Inc. (“BPN”), a Delaware corporation, Harbinger Capital Partners Master Fund I, Ltd., a Cayman Islands corporation (the “Harbinger Master Fund”), Harbinger Capital Partners Special Situations Fund, L.P., a Delaware limited partnership (the “Harbinger Special Situations Fund” and together the Harbinger Master Fund, and their affiliates, “Harbinger”), and Polaris Venture Partners IV, L.P., Polaris Venture Partners Entrepreneurs’ Fund IV, L.P., General Catalyst Group II, L.P., GC Entrepreneurs Fund II, L.P., Toronto Dominion Capital (U.S.A.), Inc., BCE, Inc., Michael Mulica, Edward Battle, Steven Blumenthal, Todd Carothers, Robert Day and Andre de Verteuil (each, a “Seller” and, collectively, the “Sellers”).
SHARE AGREEMENT May 21, 2007Share Agreement • May 22nd, 2007 • Harbinger Capital Partners Master Fund I, Ltd. • Services-prepackaged software
Reference is made to the Agreement and Plan of Merger (the “Merger Agreement”), by and among Oreo Acquisition Co., LLC, a Delaware limited liability company (including its successors and assigns under the Merger Agreement, “Buyer”), Bridgeport Networks, Inc., a Delaware corporation (the “Corporation”), Harbinger Capital Partners Master Fund I, Ltd., a Cayman Islands corporation and Harbinger Capital Partners Special Situations Fund, L.P., a Delaware limited partnership (together “Harbinger”), Polaris Venture Partners IV, L.P., Polaris Venture Partners Entrepreneurs’ Fund IV, L.P., General Catalyst Group II, L.P., GC Entrepreneurs Fund II, L.P., Toronto Dominion Capital (U.S.A.), Inc., and BCE, Inc. (each, an “Investor” and, collectively, the “Investors”), Michael Mulica, Edward Battle, Todd Carothers, Steven Blumenthal, Robert Day and Andre de Verteuil (each, an “Executive”, and collectively, the “Executives”, and together with the Investors, each, a “Seller” and collectively, the “Sel
