AGREEMENT AND PLAN OF MERGER BY AND AMONG I-MANY-INC, I-MANY DEMAND CORP., EDGE DYNAMICS, INC. AND PAUL HOLLAND, AS STOCKHOLDERS’ REPRESENTATIVE May 2, 2008Merger Agreement • May 5th, 2008 • I Many Inc • Services-prepackaged software • Delaware
This Agreement and Plan of Merger (the “Agreement”) is entered into as of May 2, 2008 by and among I-many, Inc., a Delaware corporation (the “Buyer”), I-Many Demand Corp., a Delaware corporation and a wholly-owned subsidiary of the Buyer (the “Transitory Subsidiary”), Edge Dynamics, Inc., a Delaware corporation (the “Company”) and, solely with respect to Sections 1.3, 1.6(b), 1.14, 4.3, 4.11 and Article VI hereof, Paul Holland as stockholders’ representative (the “Stockholders’ Representative”), as agent and attorney-in-fact for each stockholder of the Company (individually, a “Stockholder” and collectively, the “Stockholders”). The Buyer, the Transitory Subsidiary and the Company are sometimes referred to herein as a “Party” and collectively as the “Parties.” Capitalized terms used herein shall have the respective meanings set forth in Article IX hereof.
