AGREEMENT AND PLAN OF MERGER BY AND AMONG SSA GLOBAL TECHNOLOGIES, INC., SSA-E MERGER SUBSIDIARY INC., SSA-E ACQUISITION SUBSIDIARY INC. AND E.PIPHANY, INC. Dated as of August 3, 2005Merger Agreement • August 4th, 2005 • Ssa Global Technologies, Inc • Services-computer programming services • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of August 3, 2005, is made by and among SSA Global Technologies, Inc., a Delaware corporation (“Parent”), SSA-E Merger Subsidiary Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Subsidiary”), SSA-E Acquisition Subsidiary Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Acquisition Subsidiary”), and E.piphany, Inc., a Delaware corporation (the “Company”). Parent, Merger Subsidiary, Acquisition Subsidiary and the Company are each individually referred to herein as a “Party” and together collectively referred to herein as the “Parties”.
VOTING AGREEMENTVoting Agreement • August 4th, 2005 • Ssa Global Technologies, Inc • Services-computer programming services • Delaware
VOTING AGREEMENT (this “Agreement”), dated as of August 3, 2005, is made by and among SSA Global Technologies, Inc., a Delaware corporation (“Parent”), and the Stockholders Listed on Schedule 1 attached hereto (each individually a “Stockholder” and collectively the “Stockholders”).
