AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • October 3rd, 2006 • Webmethods Inc • Services-computer programming services • Virginia
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of this 8th day of September, 2006, by and among (i) WEBMETHODS, INC., a Delaware corporation (“Parent”), (ii) IOWA ACQUISITION CORP., a California corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), (iii) INFRAVIO, INC., a California corporation (the “Company”), (iv) with respect only to Articles II, IV, VI, IX and XI, certain holders of capital stock of the Company listed on Exhibit A hereto (each individually, a “Key Shareholder” and collectively the “Key Shareholders”) and (v) Mary Coleman in her capacity as Shareholders’ Representative (as defined herein). Parent, Merger Sub, the Company, the Key Shareholders and the Shareholders’ Representative are referred to herein individually as a “Party” and collectively as the “Parties.” The capitalized terms used and not otherwise defined herein have the meanings given to such terms as set forth in Appendix A hereto.
