AGREEMENT AND PLAN OF MERGER BY AND AMONG SENTITO NETWORKS, INC., VERSO TECHNOLOGIES, INC., SN ACQUISITION CORPORATION AND BRETT HAUSER, as the STOCKHOLDERS’ AGENT As of April 4, 2007Merger Agreement • April 5th, 2007 • Verso Technologies Inc • Services-computer integrated systems design • Georgia
THIS AGREEMENT AND PLAN OF MERGER (the “Agreement”) is made and entered into as of April 4, 2007, by and among SENTITO NETWORKS, INC. (“TARGET”), a corporation organized and existing under the laws of the State of Delaware, with its principal office located at 43 Nagog Park, Acton, Massachusetts 01720, VERSO TECHNOLOGIES, INC. (“PURCHASER”), a corporation organized and existing under the laws of the State of Minnesota, with its principal office located at 400 Galleria Parkway, Suite 200, Atlanta, Georgia 30339, SN ACQUISITION CORPORATION (“MERGER SUB”), a corporation organized and existing under the laws of the State of Delaware and a wholly-owned subsidiary of PURCHASER, and BRETT HAUSER, in his capacity as a representative of the TARGET Indemnifying Persons for the limited purposes described herein and in the Escrow Agreement (such person, and any successors thereto, being the “Stockholders’ Agent”).
