AGREEMENT AND PLAN OF MERGER by and among DEMANDWARE, INC., AUGUSTA AC CORP., TOMAX CORPORATION and SOLELY IN HIS CAPACITY AS COMPANY EQUITYHOLDER REPRESENTATIVE, WILLIAM KENNEDY Dated as of January 9, 2015Merger Agreement • January 12th, 2015 • Demandware Inc • Services-computer programming services • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of January 9, 2015, by and among Demandware, Inc., a Delaware corporation (the “Buyer”); Augusta AC Corp., a Delaware corporation and a direct wholly-owned subsidiary of the Buyer (the “Merger Sub”); Tomax Corporation, a Delaware corporation (the “Company”); and, solely for purposes of being bound by Section 2.4, Article VIII, Article IX, Article X and Article XI and solely in such Person’s capacity as the Company Equityholder Representative, William Kennedy (the “Company Equityholder Representative”).
