Exhibit 99.1 AGREEMENT AND PLAN OF MERGER by and between XXI MERGER CORP. and PROPHET 21, INC. dated as of November 8, 2002 TABLE OF CONTENTSMerger Agreement • November 8th, 2002 • Prophet 21 Inc • Services-computer integrated systems design • Delaware
PROPHET 21, INC. INDEMNIFICATION AGREEMENT This Indemnification Agreement ("Agreement") is made as of [INSERT DATE], by and between Prophet 21, Inc., a Delaware corporation (the "Company"), and [INSERT NAME OF DIRECTOR] ("Indemnitee"). WHEREAS,...Indemnification Agreement • September 27th, 2001 • Prophet 21 Inc • Services-computer integrated systems design • Delaware
THE SECURITY REPRESENTED BY THIS CERTIFICATE HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT...Stock Option Agreement • October 16th, 1997 • Prophet 21 Inc • Services-computer integrated systems design
LEASE AGREEMENT THIS LEASE AGREEMENT ("Lease") is made as of the 1st day of July, 1998, by and between John E. Meggitt and Dorothy Meggitt, both individuals having an address of 5950 Pidcock Creek Road, New Hope, Pennsylvania 18938 (hereinafter...Lease Agreement • September 24th, 1998 • Prophet 21 Inc • Services-computer integrated systems design • Pennsylvania
RECITALS:Change in Control Severance Pay Agreement • May 15th, 2002 • Prophet 21 Inc • Services-computer integrated systems design • Pennsylvania
SCHEDULE 13D JOINT FILING AGREEMENTJoint Filing Agreement • December 31st, 2002 • Prophet 21 Inc • Services-computer integrated systems design
This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same instrument.
VOTING AGREEMENTVoting Agreement • December 31st, 2002 • Prophet 21 Inc • Services-computer integrated systems design • Delaware
VOTING AGREEMENT (this "Agreement"), dated as of December 27, 2002, by and among XXI Merger Corp., a Delaware corporation ("Purchaser"), and The Daniel J. Meggitt Irrevocable Trust dated August 19, 2002 (the "Shareholder").
VOTING AGREEMENTVoting Agreement • December 31st, 2002 • Prophet 21 Inc • Services-computer integrated systems design • Delaware
VOTING AGREEMENT (this "Agreement"), dated as of December 27, 2002, by and among XXI Merger Corp., a Delaware corporation ("Purchaser"), and Charles L. Boyle, III (the "Shareholder").
