AGREEMENT AND PLAN OF MERGER by and among DIGI INTERNATIONAL INC., NAMATH MERGER SUB, INC., OPENGEAR, INC. and SHAREHOLDER REPRESENTATIVE SERVICES LLC, as Representative Dated as of November 7, 2019Merger Agreement • November 8th, 2019 • Digi International Inc • Computer communications equipment • Delaware
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of November 7, 2019, by and among (i) Digi International Inc., a Delaware corporation (“Buyer”), (ii) Namath Merger Sub, Inc., a Utah corporation (“Merger Sub”), (iii) Opengear, Inc., a Utah corporation (the “Company”), and (iv) Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as representative, agent and attorney-in-fact of the Effective Time Holders (“Representative”). Buyer, Merger Sub, the Company and Representative are referred to herein collectively as the “Parties” and each, individually, as a “Party.”
