AGREEMENT AND PLAN OF MERGER by and among LAWSON SOFTWARE AMERICAS, INC., a Delaware corporation, HIGHWAY ACQUISITION, INC., a Delaware corporation, QUOVADX HOLDINGS, INC., a Delaware corporation, BATTERY VENTURES, VII, L.P., a Delaware limited...Merger Agreement • March 26th, 2010 • Lawson Software, Inc. • Services-prepackaged software • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of January 7, 2010, by and among: (a) LAWSON SOFTWARE AMERICAS, INC., a Delaware corporation (“Parent”); (b) HIGHWAY ACQUISITION, INC., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”); (c) QUOVADX HOLDINGS, INC., a Delaware corporation (the “Company”); (d) BATTERY VENTURES VII, L.P., a Delaware limited partnership, and BATTERY INVESTMENT PARTNERS VII, LLC, a Delaware limited liability company, (each a “Principal Stockholder,” and collectively the “Principal Stockholders”), and (e) R. DAVID TABORS, in his capacity as the representative of the Effective Time Holders (as defined below) pursuant to Section 11.1 hereof (the “Stockholders’ Agent”). Certain other capitalized terms used in this Agreement are defined in Exhibit A.
