AGREEMENT AND PLAN OF MERGER dated as of December 2, 2005 by and among RSA Security Inc. (“Acquiror”), Powder Acquisition Corporation (“Merger Sub”) and Cyota, Inc. (the “Company”) and Andrew Zalasin (“Stockholders’ Representative”)Merger Agreement • December 7th, 2005 • Rsa Security Inc/De/ • Computer peripheral equipment, nec • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of December 2, 2005 by and among RSA Security Inc. (“Acquiror”), Powder Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Acquiror (“Merger Sub”), Cyota, Inc., a Delaware corporation (the “Company”), and, solely with respect to Sections 2.10, 3.2 and 6.10 and Articles VII and XI hereof, Andrew Zalasin in his capacity as the Stockholders’ Representative (as defined herein).
