AGREEMENT AND PLAN OF MERGER by and among CA, INC., a Delaware corporation; VANGUARD ACQUISITION CO., a Delaware corporation; VERACODE, INC., a Delaware corporation; and SHAREHOLDER REPRESENTATIVE SERVICES LLC, as the Securityholders’ Agent Dated as...Agreement and Plan of Merger • March 6th, 2017 • Ca, Inc. • Services-prepackaged software • Delaware
THIS AGREEMENT AND PLAN OF MERGER (the “Agreement”) is made and entered into as of March 6, 2017, by and among: CA, Inc., a Delaware corporation (“Parent”); Vanguard Acquisition Co., a Delaware corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”); Veracode, Inc., a Delaware corporation (the “Company”); and Shareholder Representative Services LLC, a Colorado limited liability company solely in its capacity as the Securityholders’ Agent. Certain capitalized terms used in this Agreement are defined in Section 1.5(b) below or in Exhibit A hereto.
