AGREEMENT AND PLAN OF MERGER DATED AS OF FEBRUARY 9, 2007 BY AND AMONG LOGICTOOLS, INC., THE VOTING STOCKHOLDERS NAMED HEREIN, EDITH SIMCHI-LEVI, AS STOCKHOLDERS’ REPRESENTATIVE, ILOG S.A., ILOG, INC., AND ILOG USA, Inc.The Agreement and Plan of Merger • October 9th, 2007 • Ilog Sa • Services-prepackaged software • Illinois
THIS AGREEMENT AND PLAN OF MERGER, dated as of February 9, 2007 (this “Agreement”), is by and among LogicTools, Inc. (the “Company”), an Illinois corporation, each of the voting stockholders of the Company, all of whom are listed on Attachment 1 hereto (each a “Voting Stockholder”), the Stockholders’ Representative (as defined in Section 13.2 of this Agreement), ILOG S.A. (“ILOG”), a société anonyme, a form of corporation incorporated under the laws of France, ILOG, Inc.(“ILOG, Inc.”), a California corporation, ILOG USA, Inc., an Illinois corporation and a wholly-owned Subsidiary of ILOG and ILOG, Inc. (the “Merger Subsidiary” and, together with ILOG and ILOG, Inc. and their subsidiaries and affiliates, the “ILOG Group”). Capitalized terms used but not defined in this Agreement are defined in Exhibit A attached hereto.
