AGREEMENT AND PLAN OF MERGER Dated as of June 30, 2012 among Dell Inc., Diamond Merger Sub Inc. and Quest Software, Inc.Merger Agreement • July 2nd, 2012 • Quest Software Inc • Services-prepackaged software • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of June 30, 2012 (this “Agreement”), is by and among Dell Inc., a Delaware corporation (“Parent”), Diamond Merger Sub Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and Quest Software, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are used as defined in Section 8.12.
VOTING AGREEMENTVoting Agreement • July 2nd, 2012 • Quest Software Inc • Services-prepackaged software • Delaware
VOTING AGREEMENT, dated as of June 30, 2012 (this “Agreement”), among Quest Software, Inc., a Delaware corporation (the “Company”), Dell Inc., a Delaware corporation (“Parent”) and Vincent Smith (the “Executive”), the Vincent C. Smith Annuity Trust 2010–1, the Vincent C. Smith Annuity Trust 2010–2, the Vincent C. Smith Annuity Trust 2011–1 and the Teach A Man to Fish Foundation (each a “Stockholder” and collectively, the “Stockholders”).
