PLAN AND AGREEMENT OF MERGER BY AND AMONG AVOCENT CORPORATION, CYBEX COMPUTER PRODUCTS CORPORATION, CYBEX ACQUISITION CORP., 2C COMPUTING, INC. and DAVID S. BUTLER, as ESCROW REPRESENTATIVE Dated as of July 19, 2002Merger Agreement • August 7th, 2002 • Avocent Corp • Computer peripheral equipment, nec • Alabama
This PLAN AND AGREEMENT OF MERGER (this “Agreement”), is entered into as of July 19, 2002, by and among Avocent Corporation, a Delaware corporation (“Parent”), Cybex Computer Products Corporation, an Alabama corporation (“Cybex”), Cybex Acquisition Corp., an Alabama corporation and wholly-owned subsidiary of Cybex (the “Subsidiary”), 2C Computing, Inc., an Alabama corporation (“Target”) (the Subsidiary and Target being sometimes collectively referred to herein as the “Constituent Corporations”) and David S. Butler, solely in his capacity as Escrow Representative (as defined in Section 9.1(f) hereof).
