Data Research Associates Inc Sample Contracts

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July 25, 2001
Data Research Associates Inc • July 25th, 2001 • Services-computer processing & data preparation

As you know, Data Research entered into an Agreement and Plan of Merger with SIRSI Holdings Corp., a Delaware corporation (the "Parent"), and McGuire Acquisition Inc., a Delaware corporation (the "Purchaser") and an indirect wholly owned subsidiary of the Parent, dated as May 16, 2001 and amended as of June 27, 2001, July 12, 2001 and July 24, 2001 (the "Merger Agreement"). The Merger Agreement provides for the merger of Purchaser with and into Data Research, with Data Research as the surviving corporation becoming an indirect wholly-owned subsidiary of Parent.

Contract
The Agreement • June 28th, 2001 • Data Research Associates Inc • Services-computer processing & data preparation • Delaware

AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER (this "Amendment"), dated as of June 27, 2001, by and among DATA RESEARCH ASSOCIATES, INC., a Missouri corporation (the "Company"), SIRSI HOLDINGS CORP., a Delaware corporation ("Parent") and MCGUIRE ACQUISITION INC., a Delaware corporation ("Purchaser"). WHEREAS, the Company, Parent and Purchaser (collectively, the “Parties”) are parties to the Agreement and Plan of Merger, dated as of May 16, 2001 (the “Agreement”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement; and WHEREAS, the Parties have determined that it is in each of their respective best interests to amend the Agreement as set forth herein. NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: Section 1. Receipt of Financing Letters. (a) Section 8.1(c)

AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • May 21st, 2001 • Data Research Associates Inc • Services-computer processing & data preparation • Delaware
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