AGREEMENT AND PLAN OF AMALGAMATION by and among: PALMSOURCE, INC., a Delaware corporation; CUBS ACQUISITION SUB LLC, a Delaware limited liability company; CHINA MOBILESOFT LTD., a company incorporated under the laws of Bermuda; MOBILESOFT TECHNOLOGY...Agreement and Plan of Amalgamation • December 14th, 2004 • Palmsource Inc • Services-prepackaged software • Delaware
This Agreement and Plan of Amalgamation (“Agreement”) is made and entered into as of December 8, 2004 by and among PalmSource, Inc., a Delaware corporation (“Purchaser”), Cubs Acquisition Sub LLC, a Delaware limited liability company and wholly owned subsidiary of Purchaser (“Amalgamation Sub”), China MobileSoft Ltd., a company organized under the laws of Bermuda (the “Company”), MobileSoft Technology (Nanjing) Corporation, Ltd., a company organized under the laws of the People’s Republic of China and wholly owned subsidiary of the Company (the “Operating Company”), One Degree Capital Corp., a company organized under the laws of British Columbia, Canada (the “Shareholder Representative”), solely for purposes of being and in its capacity as the Shareholder Representative; Jiping Wang, an individual, and Dr. John Ostrem, an individual (together with Jiping Wang, the “Founders”). Capitalized terms shall have the meanings set forth in Article I.
