AGREEMENT AND PLAN OF MERGER among DIGI INTERNATIONAL INC., OCEAN ACQUISITION SUB INC. MAXSTREAM, INC. and THE SHAREHOLDERS OF MAXSTREAM, INC. Dated as of July 27, 2006Agreement and Plan of Merger • July 27th, 2006 • Digi International Inc • Computer communications equipment • Utah
THIS AGREEMENT AND PLAN OF MERGER, dated as of July 27, 2006 (this “Agreement”), is among Digi International Inc., a Delaware corporation (“Buyer”), Ocean Acquisition Sub Inc., a Delaware corporation formed and wholly owned by Buyer (“Buyer Subsidiary”), MaxStream, Inc., a Utah corporation (the “Company” and, together with Buyer Subsidiary, sometimes hereinafter referred to as the “Constituent Corporations”), and each of the shareholders of the Company set forth on the signature pages hereto (the “Company Shareholders”). Certain terms used in this Agreement have the meanings given thereto in Section 10.8 hereof.
