0001193125-08-109309 Sample Contracts

AGREEMENT AND PLAN OF MERGER

Agreement and Plan of Merger • May 9th, 2008 • Micro Focus (US), Inc. • Services-prepackaged software • Delaware

• Contract Type
  Agreement and Plan of Merger
• Filed
  May 9th, 2008
• Company
  Micro Focus (US), Inc.
• Industry
  Services-prepackaged software
• Jurisdiction
  Delaware

AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of April 30, 2008, by and among Micro Focus (US), Inc., a Delaware corporation (“Parent”), MF Merger Sub, Inc., a Delaware corporation and wholly owned Subsidiary of Parent (“Newco”), and NetManage, Inc., a Delaware corporation (the “Company”). Certain other capitalized terms used in this Agreement are defined in Section 7.

VOTING AGREEMENT

Voting Agreement • May 9th, 2008 • Micro Focus (US), Inc. • Services-prepackaged software • Delaware

• Contract Type
  Voting Agreement
• Filed
  May 9th, 2008
• Company
  Micro Focus (US), Inc.
• Industry
  Services-prepackaged software
• Jurisdiction
  Delaware

This VOTING AGREEMENT (this “Agreement”) is made and entered into as of April 30, 2008 between Micro Focus (US), Inc., a Delaware corporation (“Parent”), and MF Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Newco”), on the one hand, and the undersigned stockholders (“Stockholders”) of NetManage, Inc., a Delaware corporation (the “Company”), on the other hand. Capitalized terms used and not otherwise defined herein shall have the respective meanings set forth in the Merger Agreement described below.