AGREEMENT AND PLAN OF MERGER BY AND AMONG INSIGNIA SOLUTIONS PLC JEODE INC. DOLLARDAYS INTERNATIONAL, INC. AND THE REPRESENTATIVE OF THE HOLDERS OF ALL OF THE CAPITAL STOCK OF DOLLARDAYS INTERNATIONAL, INC. DATED AS OF JUNE 23, 2008Agreement and Plan of Merger • June 27th, 2008 • Insignia Solutions PLC • Services-prepackaged software • Delaware
THIS AGREEMENT AND PLAN OF MERGER is made as of June 23, 2008 (this “Agreement”) by and among Insignia Solutions PLC, a corporation organized under the laws of England and Wales (“Parent”), Jeode Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), DollarDays International, Inc., a Delaware corporation (the “Company”), and the Representative (as defined below). The holders of all of the capital stock of the Company (the “Company Stock”) are collectively referred to as the “Company Stockholders,” and the Company Stockholders, together with the holders of all other equity securities of the Company, including securities convertible into, or exercisable or exchangeable for, equity securities of the Company (the “Company Securities”), are collectively referred to herein as the “Company Securityholders.”
