AGREEMENT AND PLAN OF MERGER BY AND AMONG IDENTIV, INC., EAGLE ACQUISITION, INC., 3VR SECURITY, INC. And FORTIS ADVISORS LLC, as Securityholder Representative Dated as of February 6, 2018Merger Agreement • February 6th, 2018 • Identiv, Inc. • Computer peripheral equipment, nec • California
THIS AGREEMENT AND PLAN OF MERGER is made and entered into as of February 6, 2018 (the “Agreement Date”), by and among Identiv, Inc., a Delaware corporation (“Acquirer”), Eagle Acquisition, Inc., a California corporation and wholly owned subsidiary of Acquirer (“Merger Sub”), 3VR Security, Inc., a California corporation (the “Company”), and Fortis Advisors LLC, a Delaware limited liability company, acting as Securityholder Representative (the “Securityholder Representative”). Capitalized terms used and not otherwise defined herein have the meanings set forth in Article 11.
SECURITYHOLDER AGREEMENTSecurityholder Agreement • February 6th, 2018 • Identiv, Inc. • Computer peripheral equipment, nec • California
This SECURITYHOLDER AGREEMENT, dated as of February 6, 2018 (as it may be amended from time to time, this “Agreement”), is made by and between Identiv, Inc., a Delaware corporation (“Acquirer”), and each of the Company Shareholders and Company Noteholders of 3VR Security, Inc., a California corporation (the “Company”), who are party hereto and the Management Carve-out Participants (each, a “Holder” and collectively, the “Holders”). Capitalized terms used in this Agreement but not defined herein have the meanings assigned to them in the Agreement and Plan of Merger, dated February 6, 2018 (the “Merger Agreement”), by and among Acquirer, Eagle Acquisition, Inc., a California corporation and wholly owned subsidiary of Acquirer (“Merger Sub”), the Company and the Securityholder Representative. This Agreement shall become effective as of the date of the Merger Agreement, provided, however, that the rights and obligations set forth in Articles V and VI hereof shall only be effective at, and
