CONFORMED COPY AGREEMENT AND PLAN OF MERGERMerger Agreement • November 13th, 2000 • Software Ag • Services-prepackaged software • Delaware
SOFTWARE AGJoint Filing Agreement • November 13th, 2000 • Software Ag • Services-prepackaged software
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of Software AG, a stock corporation (Aktiengesellschaft) organized under the laws of the Federal Republic of Germany ("Software AG"), and Software AG Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Software AG ("SAC"), agrees to the joint filing of a Statement on Schedule 13D (including amendments thereto) with respect to the common stock, par value $0.01 per share, of Saga Systems, Inc., a Delaware corporation, and further agrees that this Joint Filing Agreement be included as an exhibit to such filings. Each of Software AG and SAC acknowledges that it is responsible for the timely filing of its own Statement on Schedule 13D and any amendments thereto and for the completeness and accuracy of the information concerning itself contained therein and that, as contemplated by Section 13d- 1(k)(1)(ii), no other person shall be responsible for the completeness or accu
ARTICLE 1 PURCHASE OF A PORTION OF OWNED SHARES OF THAYER STOCKHOLDERS IN EXCHANGE FOR SUBORDINATED NOTESStockholder Agreement • November 13th, 2000 • Software Ag • Services-prepackaged software • Delaware
