AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER by and among SuccessFactors, INC. PUMA MERGER SUB CORP., PUMA MERGER SUB I LLC, PLATEAU SYSTEMS HOLDINGS, INC. PLATEAU SYSTEMS, Ltd. and SHAREHOLDER REPRESENTATIVE SERVICES LLC, AS STOCKHOLDERS’ AGENT...Agreement and Plan of Merger • June 30th, 2011 • SuccessFactors, Inc. • Services-prepackaged software • Delaware
This AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of June 28, 2011, by and among SuccessFactors, Inc., a Delaware corporation (“Acquirer”), Puma Merger Sub Corp., a Delaware corporation and directly wholly-owned subsidiary of Acquirer (“Sub I”), Puma Merger Sub I LLC, a Delaware limited liability company and directly wholly-owned subsidiary of Acquirer (“Sub II,” and together with Sub I, “Merger Subs”), Plateau Systems, Ltd., a Delaware corporation (the “Company”), Plateau Systems Holdings, Inc., a Delaware corporation (“Holdco”), and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the Stockholders’ Agent (as defined in Section 8.7). The capitalized terms used but not defined in this Agreement have the definitions ascribed to such terms in Exhibit A hereto.
