AGREEMENT AND PLAN OF MERGER dated as of June 4, 2004 by and among MATRIXONE, INC., MATRIXONE INTERNATIONAL, INC., INSYNC MERGER CORPORATION, SYNCHRONICITY SOFTWARE, INC., THE NOTEHOLDERS AND CERTAIN STOCKHOLDERS OF SYNCHRONICITY SOFTWARE, INC. and...Agreement and Plan of Merger • August 10th, 2004 • Matrixone Inc • Services-prepackaged software • Massachusetts
AGREEMENT AND PLAN OF MERGER, dated as of June 4, 2004 (this “Agreement”), by and among MatrixOne, Inc., a Delaware corporation (“MatrixOne”), MatrixOne International, Inc., a Delaware corporation and a wholly owned subsidiary of MatrixOne (“Subone”), InSync Merger Corporation, a Delaware corporation and a wholly owned subsidiary of Subone (“Subtwo”), Synchronicity Software, Inc., a Delaware corporation (“Synchronicity”), the noteholders (the “Noteholders”) and stockholders (the “Signing Stockholders”) of Synchronicity signatories hereto and James Furnivall as the representative (the “Representative”).
PAYMENT, EXCHANGE AND ESCROW AGREEMENT dated as of August 4, 2004 among MATRIXONE, INC., THE REPRESENTATIVE, EQUISERVE TRUST COMPANY, N.A., as Exchange Agent and U.S. BANK NATIONAL ASSOCIATION, as Escrow AgentExchange and Escrow Agreement • August 10th, 2004 • Matrixone Inc • Services-prepackaged software • Massachusetts
This Agreement is being entered into pursuant to Section 2.3(a) of the Merger Agreement, dated as of June 4, 2004 (the “Merger Agreement”), by and among MatrixOne, MatrixOne International, Inc., InSync Merger Corporation, Synchronicity, the noteholders and stockholders of Synchronicity signatories thereto and the Representative, a copy of which is attached as Exhibit A hereto. Capitalized terms used but not defined herein shall have the meanings given to them in the Merger Agreement.
REGISTRATION RIGHTS AGREEMENT dated as of August 4, 2004 by and between MATRIXONE, INC., and THE REPRESENTATIVE of FORMER NOTEHOLDERS AND CERTAIN FORMER STOCKHOLDERS of SYNCHRONICITY SOFTWARE, INC.Registration Rights Agreement • August 10th, 2004 • Matrixone Inc • Services-prepackaged software • Massachusetts
This REGISTRATION RIGHTS AGREEMENT, dated as of August 4, 2004 (this “Agreement”), by and between MatrixOne, Inc., a Delaware corporation (“MatrixOne”), and James Furnivall, as the Representative (the “Representative”) for the Holders (as defined herein).
