AGREEMENT AND PLAN OF MERGER BY AND AMONG SECURE COMPUTING CORPORATION BAILEY ACQUISITION CORP. AND CYBERGUARD CORPORATION Dated as of August 17, 2005Merger Agreement • August 19th, 2005 • Secure Computing Corp • Computer peripheral equipment, nec • Florida
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of August 17, 2005 by and among Secure Computing Corporation, a Delaware corporation (“Parent”), Bailey Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), and CyberGuard Corporation, a Florida corporation (“Company”), with respect to the following facts:
COMPANY VOTING AGREEMENTCompany Voting Agreement • August 19th, 2005 • Secure Computing Corp • Computer peripheral equipment, nec • Florida
This COMPANY VOTING AGREEMENT (“Agreement”) is made and entered into as of August , 2005 by and between Secure Computing Corporation, a Delaware corporation (“Parent”), and the person whose name appears on the signature page hereto as a shareholder (“Shareholder”) of CyberGuard Corporation, a Florida corporation (“Company”).
PARENT VOTING AGREEMENTParent Voting Agreement • August 19th, 2005 • Secure Computing Corp • Computer peripheral equipment, nec • Delaware
This PARENT VOTING AGREEMENT (“Agreement”) is made and entered into as of August , 2005 by and between CyberGuard Corporation, a Florida corporation (the “Company”), and the person whose name appears on the signature page hereto as a shareholder of Secure Computing Corporation, a Delaware corporation (“Parent”), acting in his capacity as a shareholder of Parent and not in any other capacity (“Shareholder”).
Form Affiliate Agreement]Affiliate Agreement • August 19th, 2005 • Secure Computing Corp • Computer peripheral equipment, nec
