AGREEMENT AND PLAN OF MERGERMerger Agreement • June 6th, 2005 • Quest Software Inc • Services-prepackaged software • Delaware
THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of May 31, 2005, by and among: QUEST SOFTWARE, INC., a California corporation (“Parent”); VELOCITY MERGER CORP., a Utah corporation and a wholly owned subsidiary of Parent (“Merger Sub”); VINTELA, INC., a Utah corporation (the “Company”); the stockholders of the Company identified on Schedule I (collectively, the “Key Stockholders”); and THE CANOPY GROUP, INC., a Utah corporation, as the Stockholders’ Representative (the “Stockholders’ Representative”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
