AGREEMENT AND PLAN OF MERGERMerger Agreement • April 1st, 2004 • Quest Software Inc • Services-prepackaged software • Delaware
THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of January 28, 2004, by and among: QUEST SOFTWARE, INC., a California corporation (“Parent”); ANSWER ACQUISITION CORP., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”); AELITA SOFTWARE CORPORATION, a Delaware corporation (the “Company”); the stockholders of the Company identified on Schedule I (collectively, the “Key Stockholders”); and INSIGHT VENTURE PARTNERS, LLC as the Stockholders’ Representative (the “Stockholders’ Representative”). Certain other capitalized terms used in this Agreement are defined in Exhibit A.
