AGREEMENT AND PLAN OF MERGER BY AND AMONG RED HAT, INC., DAVINCI-MATTERHORN, INC., MATTERHORN-DAVINCI, LLC, JBOSS, INC. AND THE STOCKHOLDER REPRESENTATIVE DATED AS OF APRIL 7, 2006Merger Agreement • June 8th, 2006 • Red Hat Inc • Services-computer programming, data processing, etc. • Delaware
This Agreement and Plan of Merger (this “Agreement”), is made and entered into as of April 7, 2006 (the “Agreement Date”), by and among Red Hat, Inc., a Delaware corporation (“Parent”), DaVinci-Matterhorn, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), Matterhorn-DaVinci, LLC, a single member Delaware limited liability company and a wholly-owned subsidiary of Parent (“Merger LLC”), JBoss, Inc., a Delaware corporation (the “Company”), and Sacha Labourey, an individual, solely for the purpose of acknowledging his appointment as the Stockholder Representative pursuant to Section 6.6.
