AGREEMENT AND PLAN OF MERGER BY AND AMONG BUSINESS OBJECTS S.A., SODIUM ACQUISITION CORPORATION, SRC SOFTWARE, INC., VISTA EQUITY FUND II LP, ANDREW FERGUSON, STEPHEN REIFF AND PHILIP SANDSTROM Dated as of July 20, 2005Agreement and Plan of Merger • July 25th, 2005 • Business Objects S.A. • Services-prepackaged software • Delaware
THIS AGREEMENT AND PLAN OF MERGER (together with the Disclosure Schedules and the other schedules hereto, this “Agreement”) is made and entered into as of July 20, 2005 by and among Business Objects S.A., a société anonyme organized under the laws of the French Republic (“Parent”), Sodium Acquisition Corporation, a Delaware corporation and an indirect, wholly owned subsidiary of Parent (“Merger Sub”), SRC Software, Inc., a Delaware corporation (the “Company”), Vista Equity Fund II LP, a Cayman Islands exempted limited partnership (“Vista” or the “Stockholder Agent,” as the context requires), and Andrew Ferguson, Stephen Reiff and Philip Sandstrom (each such individual and Vista being referred to herein as a “Signatory Stockholder” and, collectively, as “Signatory Stockholders”). All capitalized terms that are used in this Agreement shall have the respective meanings ascribed thereto in Article 10.
