AGREEMENT AND PLAN OF MERGER BY AND AMONG COMPUWARE CORPORATION, COMPUWARE ACQUISITION CORP., GOMEZ, INC., AND WITH RESPECT TO SECTION 7.7, RICHARD J. BREKKA, JAIME W. ELLERTSON AND THOMAS A.F. KRUEGER, AS THE SECURITYHOLDER COMMITTEE Dated as of...Merger Agreement • October 8th, 2009 • Compuware Corp • Services-prepackaged software • Delaware
THIS AGREEMENT AND PLAN OF MERGER (the “Agreement”) is made and entered into as of October 6, 2009 by and among Compuware Corporation, a Michigan corporation (“Parent”), Compuware Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), Gomez, Inc., a Delaware corporation (the “Company”), and, with respect to Section 7.7, Richard J. Brekka, Jaime W. Ellertson and Thomas A.F. Krueger, as members of the Securityholder Committee. Certain capitalized terms used herein are defined in Section 9.1.
