WARRANT TO PURCHASE SHARES COMMON STOCKWarrant Agreement • December 18th, 2009 • Actividentity Corp • Services-prepackaged software • Delaware
THIS CERTIFIES THAT, for value received, [insert name of warrant holder], or its registered assigns (the “Holder”), is entitled, subject to the provisions and upon the terms and conditions set forth herein, to purchase from ActivIdentity Corporation, a Delaware corporation (the “Company”), shares of the Company’s Common Stock (the “Shares”), in the amounts, at such times and at the price per share set forth in Section 1. The term “Warrant” as used herein shall include this Warrant and any warrants delivered in substitution or exchange therefor as provided herein. This Warrant is issued in connection with the transactions described in that certain Agreement and Plan of Merger, dated as of December 13, 2009 by and among the Company, Terrapin Holding Corporation, Terrapin Acquisition Corporation, CoreStreet, Ltd., and John F. Burton as Stockholder Representative.
AGREEMENT AND PLAN OF MERGER BY AND AMONG ACTIVIDENTITY CORPORATION, TERRAPIN HOLDING CORPORATION, TERRAPIN ACQUISITION CORPORATION, CORESTREET, LTD., AND JOHN F. BURTON, AS STOCKHOLDER REPRESENTATIVE Dated as of December 13, 2009Merger Agreement • December 18th, 2009 • Actividentity Corp • Services-prepackaged software • Delaware
THIS AGREEMENT AND PLAN OF MERGER (the “Agreement”) is made and entered into as of December 13, 2009 by and among ActivIdentity Corporation, a Delaware corporation (“Parent”), Terrapin Holding Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Intermediate Sub”), Terrapin Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Intermediate Sub (“Merger Sub”), CoreStreet, Ltd., a Delaware corporation (the “Company”) and John F. Burton, as stockholder representative (the “Stockholder Representative”). All capitalized terms that are used in this Agreement shall have the respective meanings ascribed thereto in Article I.
