AGREEMENT AND PLAN OF MERGERMerger Agreement • February 5th, 2004 • Verity Inc \De\ • Services-computer processing & data preparation • California
THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of February 2, 2004, by and among: VERITY, INC., a Delaware corporation (“Parent”); COLT ACQUISITION CORP., a California corporation and a wholly owned subsidiary of Parent (“Merger Sub”); CARDIFF SOFTWARE, INC., a California corporation (the “Company”); and ROBERT WADSWORTH as the Shareholders’ Representative (the “Shareholders’ Representative”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
