AGREEMENT AND PLAN OF MERGER BY AND AMONG GTG ACQUISITION CORP., A DELAWARE CORPORATION, RES MERGER SUB, INC. A DELAWARE CORPORATION AND RESONATE INC., A DELAWARE CORPORATION Dated January 21, 2003Merger Agreement • January 24th, 2003 • Resonate Inc • Services-prepackaged software • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of January 21, 2003 by and among GTG Acquisition Corp., a Delaware corporation (“Parent”), Res Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Sub”), and Resonate Inc., a Delaware corporation (the “Company”), with respect to the facts and circumstances set forth below. Capitalized terms used herein without definition have the meanings set forth in Article 1 or elsewhere in this Agreement. Parent, Sub and the Company may be referred hereinafter each as a “Party” or collectively as the “Parties.”
PACIFIC CREDIT CORP. Boulder, Colorado 80301Indemnification Agreement • January 24th, 2003 • Resonate Inc • Services-prepackaged software • Delaware
This letter is made with reference to that certain Agreement and Plan of Merger (the “Merger Agreement”), of even date herewith, by and among Resonate, Inc. (the “Company”), GTG Acquisition Corp. (“Parent”) and Res Merger Sub (“Sub”). Capitalized terms used and not otherwise defined in this Letter Agreement shall have the meanings ascribed to them in the Merger Agreement.
