0001193125-17-150331 Sample Contracts

AGREEMENT AND PLAN OF MERGER by and among WAVE SYSTEMS CORP. JAZZ MERGERSUB, INC. and JIVE SOFTWARE, INC. Dated as of April 30, 2017

Merger Agreement • May 1st, 2017 • Jive Software, Inc. • Services-computer processing & data preparation • Delaware

• Contract Type
  Merger Agreement
• Filed
  May 1st, 2017
• Company
  Jive Software, Inc.
• Industry
  Services-computer processing & data preparation
• Jurisdiction
  Delaware

This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of April 30, 2017 by and among WAVE SYSTEMS CORP., a Delaware corporation (“Parent”), JAZZ MERGERSUB, INC., a Delaware corporation and a wholly-owned subsidiary of Parent (“Acquisition Sub”), and JIVE SOFTWARE, INC., a Delaware corporation (the “Company”).

TENDER AND SUPPORT AGREEMENT

Tender and Support Agreement • May 1st, 2017 • Jive Software, Inc. • Services-computer processing & data preparation • Delaware

• Contract Type
  Tender and Support Agreement
• Filed
  May 1st, 2017
• Company
  Jive Software, Inc.
• Industry
  Services-computer processing & data preparation
• Jurisdiction
  Delaware

This TENDER AND SUPPORT AGREEMENT (this “Agreement”) is entered into as of April 30, 2017, by and among WAVE SYSTEMS CORP., a Delaware corporation (“Parent”), JAZZ MERGERSUB, INC., a Delaware corporation and wholly owned subsidiary of Parent (“Acquisition Sub”), and certain stockholders of JIVE SOFTWARE, INC., a Delaware corporation (the “Company”), listed on Annex A (each, a “Stockholder”), each an owner of Company Common Stock.