AGREEMENT AND PLAN OF MERGER BY AND AMONG ACCELRYS, INC. VELOCITY ACQUISITION CORP. VELQUEST CORPORATION AND LAUREL SERVICES, LLC, as the Stockholders’ Representative Dated as of December 30, 2011Merger Agreement • January 3rd, 2012 • Accelrys, Inc. • Services-prepackaged software • Delaware
This AGREEMENT AND PLAN OF MERGER (as amended or modified in accordance with its terms, this “Agreement”) is made and entered into as of December 30, 2011 by and among Accelrys, Inc., a Delaware corporation (“Parent”), Velocity Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), VelQuest Corporation, a Delaware corporation (the “Company”), and Laurel Services, LLC, as the representative (the “Stockholders’ Representative”) of the holders of Company Capital Stock. Certain capitalized terms used in this Agreement are defined in Exhibit A.
