AGREEMENT AND PLAN OF MERGER by and among TRILOGY, INC., V ACQUISITION, INC. and VERSATA, INC. December 7, 2005Agreement and Plan of Merger • December 7th, 2005 • Versata Inc • Services-prepackaged software • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into and effective as of December 7, 2005, by and among Trilogy, Inc., a Delaware corporation (“Parent”), V Acquisition, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Sub”), and Versata, Inc., a Delaware corporation (the “Company”).
STOCKHOLDER TENDER AND VOTING AGREEMENTStockholder Tender and Voting Agreement • December 7th, 2005 • Versata Inc • Services-prepackaged software • Delaware
THIS STOCKHOLDER TENDER AND VOTING AGREEMENT (this “Agreement”) dated as of December 7, 2005, is made and entered into by and among Trilogy, Inc., a Delaware corporation (“Parent”), V Acquisition, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Sub”), and each other Person listed on the signature pages hereof (each, a “Stockholder”). Capitalized terms not defined herein have the meanings ascribed to such terms in the Agreement and Plan of Merger dated of even date herewith (as the same may be amended from time to time, the “Merger Agreement”) by and among Parent, Sub and Versata, Inc., a Delaware corporation (the “Company”).
FIRST AMENDMENT TO PREFERRED STOCK RIGHTS AGREEMENT by and between VERSATA, INC. and EQUISERVE TRUST COMPANY N.A.Preferred Stock Rights Agreement • December 7th, 2005 • Versata Inc • Services-prepackaged software
THIS FIRST AMENDMENT TO THE PREFERRED STOCK RIGHTS AGREEMENT (this “First Amendment”) is made and entered into as of December 7, 2005 by and between Versata, Inc., a Delaware corporation (the “Company”) and EquiServe Trust Company N.A. (the “Rights Agent”).
