AGREEMENT AND PLAN OF MERGER among HELP/SYSTEMS, LLC, GRAIL MERGER SUB, INC., GLOBALSCAPE, INC., and, solely with respect to certain sections, HS PURCHASER, LLC, and HELP/SYSTEMS HOLDINGS, INC. Dated July 19, 2020Agreement and Plan of Merger • July 20th, 2020 • Globalscape Inc • Services-prepackaged software • Delaware
This Agreement and Plan of Merger (this “Agreement”) is dated July 19, 2020, among Help/Systems, LLC, a Delaware limited liability company (“Parent”), Grail Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), GlobalSCAPE, Inc., a Delaware corporation (the “Company”), and solely with respect to Sections 4.1, 4.2, 4.3, 4.7, 4.9, 6.4 and 6.5, HS Purchaser, LLC, a Delaware limited liability company (“HS Purchaser”), and Help/Systems Holdings, Inc., a Delaware corporation (“HS Holdings” and, together with HS Purchaser, each a “Borrower” and collectively, the “Borrowers”). Each of Parent, Merger Sub and the Company are sometimes referred to as a “Party.” All capitalized terms that are used in this Agreement have the meanings given to them in Article I.
FORM OF SUPPORT AGREEMENTForm of Support Agreement • July 20th, 2020 • Globalscape Inc • Services-prepackaged software • Delaware
THIS SUPPORT AGREEMENT (“Agreement”), dated as of July [●], 2020, is made by and among Help/Systems, LLC, a Delaware limited liability company (“Parent”), Grail Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and the undersigned holder (“Stockholder”) of shares of common stock, par value $0.001 per share (the “Company Common Stock”), of GlobalSCAPE, Inc., a Delaware corporation (the “Company”). Capitalized terms used herein and not defined shall have the meanings ascribed to them in the Agreement and Plan of Merger, dated as of July [●], 2020, among Parent, Merger Sub and the Company (as such agreement may be subsequently amended or modified, the “Merger Agreement”).
Limited GUARANTEELimited Guarantee • July 20th, 2020 • Globalscape Inc • Services-prepackaged software • Delaware
THIS LIMITED GUARANTEE (“Guarantee”) is made as of July 19, 2020, by HS Midco, Inc., a Delaware corporation (“Guarantor”), in favor of GlobalSCAPE, Inc., a Delaware corporation (the “Company”).
