AGREEMENT AND PLAN OF MERGER dated as of August 21, 2009 by and among TIBCO SOFTWARE INC., TOUCHDOWN ACQUISITION CORPORATION, DATASYNAPSE, INC., the Persons listed on Annex 1 hereto, BAIN CAPITAL VENTURE FUND 2001, L.P. as Stockholder Representative...Merger Agreement • August 24th, 2009 • Tibco Software Inc • Services-prepackaged software • New York
This Agreement (“Agreement”) is entered into as of August 21, 2009, by and among TIBCO Software Inc., a Delaware corporation (“Buyer”), Touchdown Acquisition Corporation, a Delaware corporation and wholly owned subsidiary of Buyer (“Merger Sub”), DataSynapse, Inc., a Delaware corporation (“Company”), the Persons listed on Annex 1 (the “Principal Stockholders”) (solely for purposes of Article VII), Bain Capital Venture Fund 2001, L.P., a Delaware limited partnership, as stockholder representative (in such capacity, the “Stockholder Representative”) and U.S. Bank, National Association, as escrow agent hereunder (solely for purposes of Article VII) (the “Escrow Agent”).
