AGREEMENT AND PLAN OF MERGER BY AND AMONG VMWARE, INC. NILE MERGER CORPORATION NICIRA, INC. AND THE REPRESENTATIVE OF THE INDEMNIFYING HOLDERS OF NICIRA, INC. Dated as of July 21, 2012Merger Agreement • August 24th, 2012 • Vmware, Inc. • Services-prepackaged software • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made as of July 21, 2012, by and among VMware, Inc., a Delaware corporation (“Parent”), Nile Merger Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), Nicira, Inc., a Delaware corporation (the “Company”), and the Stockholder Representative. The holders of all of the issued and outstanding capital stock of the Company (the “Company Stock”) are collectively referred to herein as the “Company Stockholders,” and the Company Stockholders, together with the holders of all other issued and outstanding equity securities of the Company, including securities convertible into, or exercisable or exchangeable for, equity securities of the Company (all such equity securities, including the Company Stock, the “Company Securities”), are collectively referred to herein as the “Company Securityholders.”
