AGREEMENT AND PLAN OF MERGER by and among TRILOGY, INC., V ACQUISITION, INC. and VERSATA, INC. December 7, 2005Merger Agreement • December 16th, 2005 • Trilogy, Inc. • Services-prepackaged software • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this "Agreement") is entered into and effective as of December 7, 2005, by and among Trilogy, Inc., a Delaware corporation ("Parent"), V Acquisition, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Sub"), and Versata, Inc., a Delaware corporation (the "Company").
CONFIDENTIALITY AGREEMENTConfidentiality Agreement • December 16th, 2005 • Trilogy, Inc. • Services-prepackaged software • California
In connection with our interest in a potential negoatiated business combination transaction (the "Transaction") involving Versata, Inc. (the "Company"), we have requested that you or your representatives furnish us or our representatives with certain information relating to the Company or the Transaction. All such information (whether written or oral) furnished (whether before or after the date hereof) by you or the Company's directors, officers, employees, affiliates, representatives (including, without limitation, financial advisors, attorneys and accountants) or agents (collectively, "your Representatives") to us or our directors, officers, employees, affiliates, representatives (including, without limitation, financial advisors, attorneys and accountants) or agents or our potential sources of financing for the Transaction (collectively, "our Representatives") and all analyses, compilations, forecasts, studies or other documents prepared by us or our Representatives in connection wi
STOCKHOLDER TENDER AND VOTING AGREEMENTStockholder Tender and Voting Agreement • December 16th, 2005 • Trilogy, Inc. • Services-prepackaged software • Delaware
THIS STOCKHOLDER TENDER AND VOTING AGREEMENT (this "Agreement") dated as of December 7, 2005, is made and entered into by and among Trilogy, Inc., a Delaware corporation ("Parent"), V Acquisition, Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Sub"), and each other Person listed on the signature pages hereof (each, a "Stockholder"). Capitalized terms not defined herein have the meanings ascribed to such terms in the Agreement and Plan of Merger dated of even date herewith (as the same may be amended from time to time, the "Merger Agreement") by and among Parent, Sub and Versata, Inc., a Delaware corporation (the "Company").
