AGREEMENT OF MERGER AND PLAN OF REORGANIZATIONMerger Agreement • February 5th, 2008 • Counterpath Corp • Services-business services, nec • Delaware
THIS AGREEMENT OF MERGER AND PLAN OF REORGANIZATION (this “Agreement”) is made and entered into on February 1, 2008, by and among COUNTERPATH CORPORATION, a Nevada corporation (“Parent”), COUNTERPATH ACQUISITION CORP., a Delaware corporation (“Acquisition Corp.”), which is a wholly-owned subsidiary of Parent, BRIDGEPORT NETWORKS, INC., a Delaware corporation (the “Company”), POLARIS VENTURE PARTNERS IV, L.P., a limited partnership (“Polaris”), POLARIS VENTURE PARTNERS ENTREPRENEURS FUND IV, L.P., a limited partnership (“Polaris Venture”), GENERAL CATALYST GROUP II, L.P., a limited partnership (“General Catalyst”), GC ENTREPRENEURS FUND II, L.P., a limited partnership (“GC”), TORONTO DOMINION CAPITAL (USA), INC., a corporation (“Toronto Dominion”) and SUMMERHILL VENTURES I, L.P., a limited partnership (“Summerhill”).
