AGREEMENT AND PLAN OF MERGER by and between Code Rebel Corporation, CR Acquisition Corporation and Aegis Identity Software, Inc. Dated as of March 11, 2016Merger Agreement • March 14th, 2016 • Code Rebel Corp • Services-prepackaged software • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of March 11, 2016, by and between CODE REBEL CORPORATION, a Delaware corporation (“CR”), CR ACQUISITION CORPORATION, a Delaware corporation (“Merger Sub”), and AEGIS IDENTITY SOFTWARE, INC., a Delaware corporation (“Aegis”). Certain capitalized terms that are used in this Agreement are defined in Section 9.1. Schedule I provides an index to certain capitalized terms that are defined in other provisions of this Agreement.
JOINT OPERATING AGREEMENTJoint Operating Agreement • March 14th, 2016 • Code Rebel Corp • Services-prepackaged software • New York
This Joint Operating Agreement (the “Agreement”) is entered into as of March 11, 2016 (“Effective Date”) by and between Code Rebel Corporation, a Delaware corporation (“Code Rebel”), and Aegis Identity Software, Inc., a Delaware corporation (“Aegis”, and together with Code Rebel, each a “Party”, and, collectively, the “Parties”). Capitalized terms used in this Agreement that are not otherwise defined in this Agreement shall have the respective meanings ascribed thereto in the Agreement and Plan of Merger dated as of even date herewith (“Merger Agreement”), by and between the Parties and CR Acquisition Corporation, a Delaware corporation.
FORM OF VOTING AGREEMENTVoting Agreement • March 14th, 2016 • Code Rebel Corp • Services-prepackaged software • Delaware
This VOTING AGREEMENT (this “Agreement”) is made and entered into as of March 11, 2016 by and between Code Rebel Corporation, a Delaware corporation (the “Company”), and each of the undersigned stockholders of the Company, set forth on Schedule A hereto (each a “Stockholder” and, collectively the “Stockholders”), each acting severally and not jointly.
