0001193125-05-212062 Sample Contracts

AGREEMENT AND PLAN OF MERGER BY AND AMONG EMC CORPORATION, EPIPHANY MERGER CORPORATION and CAPTIVA SOFTWARE CORPORATION Dated as of October 20, 2005

Merger Agreement • October 31st, 2005 • Emc Corp • Computer storage devices • Massachusetts

• Contract Type
  Merger Agreement
• Filed
  October 31st, 2005
• Company
  Emc Corp
• Industry
  Computer storage devices
• Jurisdiction
  Massachusetts

AGREEMENT AND PLAN OF MERGER, dated as of October 20, 2005 (this “Agreement”), by and among EMC Corporation, a Massachusetts corporation (“Parent”), Epiphany Merger Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Captiva Software Corporation, a Delaware corporation (the “Company”).

VOTING AGREEMENT

Voting Agreement • October 31st, 2005 • Emc Corp • Computer storage devices • Massachusetts

• Contract Type
  Voting Agreement
• Filed
  October 31st, 2005
• Company
  Emc Corp
• Industry
  Computer storage devices
• Jurisdiction
  Massachusetts

THIS VOTING AGREEMENT (the “Agreement”) is entered into as of October 20, 2005, between EMC Corporation, a Massachusetts corporation (“Parent”), Epiphany Merger Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and the undersigned stockholder (the “Stockholder”) of Captiva Software Corporation, a Delaware corporation (the “Company”).