`
`BY AND AMONG
`
`CISCO SYSTEMS, INC.,
`
`LEAP ACQUISITION CORP.,
`
`SPRINGPATH, INC.
`
`AND
`
`THE STOCKHOLDERS’ AGENT
`
`AUGUST 19, 2017
`
`
`
`CSCO-1063
`IPR2017-01933 / Page 1 of 4
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`AGREEMENT AND P LAN OF MERGER
`
`This AGREEMENT AND PLAN OF MERGER (this "Agreement') is made and entered into as of
`August 19, 2017 (the "Agreement D ate"), by and among Cisco Systems, Inc., a California corporation
`("Acquiror''), Leap Acquisition Co1p., a Delaware c01poration and wholly-owned subsidiai of Ac uiror
`("Sub"), S rin ath, Inc., a Delaware c01poration (the " Com an "), and
`, as the Stockholders' Agent
`
`RECITALS
`
`The Boai·ds of Directors of the Company (the " Company Board''), Sub and Acquiror (or,
`A.
`with respect to Acquiror, a duly autho1ized committee of its Boai·d of Directors) have determined that it
`would be advisable to, and in the best interests of, their respective companies and the securityholders of
`their respective companies that Sub merge with and into the Company (the "Merger"), with the Company
`to smvive the Merger and to become a wholly-owned subsidiaiy of Acquiror, on the te1ms and subject to
`the conditions set fo1th in this Agreement, and, in furtherance thereof, have approved the Merger, this
`Agreement and the other transactions contemplated by this Agreement.
`
`-1-
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`IN WITNESS WHEREOF, Acquiror, Sub, the Company and the Stockholders' Agent have
`caused this Agreement to be executed and delivered by their respective officers thereunto duly authorized,
`all as of the date fi rst written above.
`
`CISCO SYSTEMS, INC.
`
`LEAP ACQUISITION CORP.
`
`By:---2'~~~~-1--~~-+-~~~~
`Name: _________ ~..__ __ __ _
`
`Title:
`
`President and Chief Executive Officer
`
`{SIGNATURE PAGE TO AGREEMENT AND PL,\N OF MERGERJ
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`DocuSign Envelope ID: C834COE7-B542-4EF6-B2EO-C6234FADBE90
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`IN WITNESS WHEREOF, Acquiror, Sub, the Company and the Stockholders' Agent have
`caused this Agreement to be executed and delivered by their respective officers thereunto duly authorized,
`all as of the date first written above.
`
`SPRINGPATH, INC.
`
`By: _4_·~-~-~~-·-· __
`
`Name: Kittu Kolluri
`Chief Executive Officer
`Title:
`
`~~~~~~~~~~~~~~~-
`
`~~~~~~~~~~~~~~~~
`
`[SIGNATURE PAGE TO AGREEMENT AND PLAN OF MERGER)
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