AGREEMENT AND PLAN OF MERGER BY AND AMONG ENTRUST, INC., BLAZING ACQUISITION CORPORATION, BUSINESS SIGNATURES CORPORATION, AMOS BARZILAY, AS THE STOCKHOLDER REPRESENTATIVE, U.S. BANK NATIONAL ASSOCIATION, AS THE ESCROW AGENT, AND THE COMPANY BOARD...Agreement and Plan of Merger • July 20th, 2006 • Entrust Inc • Services-computer programming services • California
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of July 19, 2006 (this “Agreement Date”) by and among (i) Entrust, Inc., a Maryland corporation (“Parent”), (ii) Blazing Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), (iii) Business Signatures Corporation, a Delaware corporation (the “Company”), (iv) Amos Barzilay, an individual, as the Stockholder Representative, solely with respect to Article VI, Sections 7.4 and 7.5, Article VIII and Article IX hereof, (v) U.S. Bank National Association, as the Escrow Agent solely with respect to Article VI, Sections 7.4 and 7.5, Article VIII and Article IX hereof, and (vi) each of the Company Board Stockholders set forth on Schedule 1A hereto solely with respect to Sections 4.10, 7.4 and 7.5, Article VIII and Article IX hereof. All capitalized terms used herein shall have the meaning set forth in Article VIII hereto.
