AGREEMENT AND PLAN OF MERGER BY AND AMONG KEYNOTE SYSTEMS, INC., HAWAII MERGER CORP. AND HAWAII PARENT CORP. DATED AS OF JUNE 23, 2013Agreement and Plan of Merger • June 24th, 2013 • Keynote Systems Inc • Services-business services, nec • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of June 23, 2013, is by and among Hawaii Parent Corp., a Delaware corporation (“Parent”), Hawaii Merger Corp., a Delaware corporation and wholly-owned direct subsidiary of Parent (“Merger Sub”), and Keynote Systems, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Article IX, and Article IX includes an index of all capitalized terms used in this Agreement.
VOTING AGREEMENTVoting Agreement • June 24th, 2013 • Keynote Systems Inc • Services-business services, nec • Delaware
THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of June 23, 2013, by and between Hawaii Parent Corp., a Delaware corporation (“Parent”), and the undersigned stockholder (“Holder”) of Keynote Systems, Inc., a Delaware corporation (the “Company”).
