AGREEMENT AND PLAN OF MERGER By and Among, MAVENIR SYSTEMS, INC., STORM MERGER SUB, INC., STOKE, INC., CERTAIN EQUITYHOLDERS OF STOKE, INC., And THE EQUITYHOLDERS’ REPRESENTATIVE (AS DEFINED HEREIN) Dated as of November 12, 2014Agreement and Plan of Merger • November 21st, 2014 • Mavenir Systems Inc • Computer communications equipment • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of November 12, 2014 (together with the Schedules and Exhibits attached hereto, this “Agreement”), is entered into by and among Stoke, Inc., a Delaware corporation (the “Company”), the Equityholders who have executed and delivered this Agreement, any other Person who becomes a party to this Agreement by executing and delivering a Letter of Transmittal, Fortis Advisors LLC, solely in its capacity as the Equityholders’ Representative, Mavenir Systems, Inc., a Delaware corporation (the “Buyer”), and Storm Merger Sub, Inc. (“Newco”), a Delaware corporation and a direct wholly-owned subsidiary of Mavenir Holdings, Inc. (“Holdings”) and an indirect wholly-owned subsidiary of Buyer. Capitalized terms used in this Agreement are defined or otherwise referenced in Section 11.1 of this Agreement.
