AGREEMENT AND PLAN OF MERGER by and among: DATAWATCH CORPORATION, a Delaware corporation; ALTAIR ENGINEERING INC., a Delaware corporation; and DALLAS MERGER SUB, INC., a Delaware corporation Dated as of November 5, 2018Merger Agreement • November 5th, 2018 • Datawatch Corp • Services-prepackaged software • Delaware
This Agreement and Plan of Merger (“Agreement”) is made and entered into as of November 5, 2018, by and among: ALTAIR ENGINEERING INC., a Delaware corporation (“Parent”); DALLAS MERGER SUB, INC., a Delaware corporation and a Subsidiary of Parent (“Purchaser”); and DATAWATCH CORPORATION, a Delaware corporation (the “Company”). Capitalized terms used in this Agreement are defined in Exhibit A.
FORM OF] TENDER AND SUPPORT AGREEMENTTender and Support Agreement • November 5th, 2018 • Datawatch Corp • Services-prepackaged software • Delaware
This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of November 5, 2018, is entered into by and among Altair Engineering, Inc., a Delaware corporation (“Parent”), Dallas Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”), and each of the Persons set forth on Schedule A hereto (each, a “Stockholder”). All capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below). Additionally, the term “business day” shall have the meaning ascribed to such terms in the Merger Agreement.
