AGREEMENT AND PLAN OF MERGER by and among SOLARWINDS, INC., TIMBER ACQUISITION CORP., TRIGEO NETWORK SECURITY, INC., THE SHAREHOLDERS and MICHELLE DICKMAN, individually and in her capacity as Representative. Dated as of June 20, 2011Agreement and Plan of Merger • June 23rd, 2011 • SolarWinds, Inc. • Services-prepackaged software • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of June 20, 2011, is made by and among TriGeo Network Security, Inc., an Idaho corporation (the “Company”), SolarWinds, Inc., a Delaware corporation (“Parent”), Timber Acquisition Corp., a Delaware corporation and wholly owned subsidiary of SolarWinds Worldwide, LLC, a wholly-owned subsidiary of Parent (“Merger Subsidiary”), the undersigned Shareholders, and Michelle Dickman, personally and in her capacity as the Representative (the “Representative”). The Company, Parent, Merger Subsidiary, the undersigned Shareholders and the Representative are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
