AGREEMENT AND PLAN OF MERGER BY AND AMONG SPARTACUS ACQUISITION CORP., SPARTACUS MERGER CORP., SERENA SOFTWARE, INC. and THE EQUITYHOLDERS’ REPRESENTATIVE NAMED HEREIN Dated as of March 6, 2014Merger Agreement • March 10th, 2014 • Serena Software Inc • Services-prepackaged software • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of March 6, 2014 (this “Agreement”), is by and among Spartacus Acquisition Corp., a Delaware corporation (“Parent”), Spartacus Merger Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), Serena Software, Inc., a Delaware corporation (the “Company”), and Silver Lake Partners II, L.P., a Delaware limited partnership, solely in its capacity as agent and attorney-in-fact for the Company Common Stockholders, Company RSU Holders and Company Optionholders (each as defined herein) (the “Equityholders’ Representative”).
