AGREEMENT AND PLAN OF MERGER dated as of June 5, 2008 among TUMBLEWEED COMMUNICATIONS CORP. AXWAY INC. and TORNADO ACQUISITION CORP.Merger Agreement • June 12th, 2008 • Axway Inc. • Services-prepackaged software • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of June 5, 2008 among Tumbleweed Communications Corp., a Delaware corporation (the “Company”), Axway Inc., a Delaware corporation (“Parent”), and Tornado Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”).
VOTING AGREEMENT AND IRREVOCABLE PROXYVoting Agreement • June 12th, 2008 • Axway Inc. • Services-prepackaged software • Delaware
This VOTING AGREEMENT AND IRREVOCABLE PROXY (this “Agreement”) is entered into effective as of June 5, 2008, by and between Axway Inc., a Delaware corporation (“Parent”), and the undersigned stockholders (collectively referred to herein as “Stockholder”) of Tumbleweed Communications Corp., a Delaware corporation (the “Company”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Merger Agreement (as defined below).
AGREEMENT OF GUARANTEEAgreement of Guarantee • June 12th, 2008 • Axway Inc. • Services-prepackaged software • Delaware
This Agreement of Guarantee (this “Agreement”) dated June 5, 2008 between Sopra Group SA, a corporation organized under the laws of France (“S Group”) and Tumbleweed Communications Corp., a Delaware corporation (the “Company”), in connection with the Agreement and Plan of Merger (the “Merger Agreement”) of even date herewith, by and among the Company, Axway Inc., a Delaware corporation (“Parent”) which is a wholly owned subsidiary of Axway Software SA, a corporation organized under the laws of France, which is a wholly owned subsidiary of Sopra, and Tornado Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”). Capitalized terms used herein but not otherwise defined shall have the meanings assigned thereto in the Merger Agreement.
