AGREEMENT AND PLAN OF MERGER BY AND AMONG SCIQUEST, INC., LIBERTY SUBSIDIARY CORP., LIBERTY SECOND SUB, INC. COMBINENET, INC. AND COMBINENET HOLDINGS, LLC, AS AGENT FOR THE COMPANY SECURITYHOLDERS August 30, 2013Merger Agreement • September 5th, 2013 • Sciquest Inc • Services-prepackaged software • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of August 30, 2013 (the “Agreement Date”), by and among SciQuest, Inc., a Delaware corporation (“Acquiror”), Liberty Subsidiary Corp., a Delaware corporation and wholly-owned subsidiary of Acquiror (“Sub”), Liberty Second Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Acquiror (“Surviving Sub”), CombineNet, Inc., a Delaware corporation (the “Company”), and CombineNet Holdings, LLC, a Delaware limited liability company, as agent for the Company Securityholders (as defined below) (the “Stockholders’ Agent”) (Acquiror, Sub, Surviving Sub, the Company and the Stockholders’ Agent are sometimes referred to individually as a “Party” and collectively as the “Parties”).
ESCROW AGREEMENTEscrow Agreement • September 5th, 2013 • Sciquest Inc • Services-prepackaged software • Delaware
This Escrow Agreement (this “Agreement”) is made and entered into as of August 30, 2013, by and among SciQuest, Inc., a Delaware corporation (“Acquiror”), CombineNet Holdings, LLC, a Delaware limited liability company (the “Stockholders’ Agent”), and SunTrust Bank, a Georgia banking corporation (the “Escrow Agent”) (Acquiror, the Stockholders’ Agent and the Escrow Agent are sometimes referred to individually as a “Party” and collectively as the “Parties”). Unless otherwise indicated, capitalized terms used herein but not defined herein have the meanings set forth in the Merger Agreement.
