AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • March 19th, 2008 • NMS Communications Corp • Telephone & telegraph apparatus • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of March 16, 2008, is by and among NMS Communications Corporation, a Delaware corporation (“Ultimate Parent”), LiveWire Mobile, Inc., a Delaware corporation (“Parent”), Quarry Acquisition Corp., a Delaware corporation (“MergerCo”; and together with Ultimate Parent and Parent, the “Parent Parties”), Groove Mobile, Inc., a Delaware corporation (the “Company”) and Charles River Ventures, LLC, as Securityholders Representative (the “Securityholders Representative”). Certain terms used in this Agreement are defined in Section 1.1 hereof. An index of other defined terms used in this Agreement is set forth in Section 1.2 hereof.
