AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG ADVENT SOFTWARE, INC., TENOR CORPORATION, TENOR LLC, TAMALE SOFTWARE, INC., AND WITH RESPECT TO ARTICLES VII, VIII AND IX ONLY ROBERT E. RICHARDS, JR. AS STOCKHOLDER REPRESENTATIVE AND U.S. BANK...Agreement and Plan of Reorganization • September 5th, 2008 • Advent Software Inc /De/ • Services-computer programming services • Delaware
THIS AGREEMENT AND PLAN OF REORGANIZATION (the “Agreement”) is made and entered into as of September 4, 2008 by and among Advent Software, Inc., a Delaware corporation (“Parent”), Tenor Corporation, a Delaware corporation and a direct wholly-owned subsidiary of Parent (“Sub”), Tenor LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of Parent (“NewLLC”), Tamale Software, Inc., a Delaware corporation (the “Company”), and with respect to Article VII, Article VIII and Article IX hereof only, Robert E. Richards, Jr. as stockholder representative (the “Stockholder Representative”), and U.S. Bank National Association as Escrow Agent.
