AGREEMENT AND PLAN OF MERGER by and among H-G HOLDINGS, INC., CONCUR TECHNOLOGIES, INC., NORTHSTARS ACQUISITION CORPORATION and JUPITER PARTNERS L.P., solely as Stockholder Representative Dated as of July 27, 2007Merger Agreement • September 14th, 2007 • Concur Technologies Inc • Services-prepackaged software • New York
This Agreement and Plan of Merger (this “Agreement”), dated as of the 27th day of July, 2007, by and among (i) H-G Holdings, Inc., a Delaware corporation (the “Company”), (ii) Concur Technologies, Inc., a Delaware corporation (“Parent”), (iii) Northstars Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”) and (iv) Jupiter Partners L.P., a Delaware limited partnership (“Jupiter”), solely as “Stockholder Representative.” Certain other capitalized terms used in this Agreement and not otherwise defined herein are defined in Section 11.01 hereof.
