AGREEMENT AND PLAN OF MERGER by and among PROGRESS SOFTWARE CORPORATION GO BIG TRANSITORY SUBSIDIARY INC. CHEF SOFTWARE INC., and, SOLELY IN ITS CAPACITY AS COMPANY EQUITYHOLDER REPRESENTATIVE, SHAREHOLDER REPRESENTATIVE SERVICES LLC Dated as of...Agreement and Plan of Merger • September 9th, 2020 • Progress Software Corp /Ma • Services-prepackaged software • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of September 4, 2020, by and among Progress Software Corporation, a Delaware corporation (the “Buyer”); Go Big Transitory Subsidiary, Inc., a Delaware corporation and a wholly owned subsidiary of the Buyer (the “Transitory Subsidiary”); Chef Software Inc., a Delaware corporation (the “Company”); and, solely for purposes of being bound by Section 2.4, Section 2.6, Section 2.7, Section 6.13, Article VIII, Article IX, Article X, Article XI and Article XII and solely in such Person’s capacity as the representative, agent and attorney-in-fact of the Company Equityholders, Shareholder Representative Services LLC, a Colorado limited liability company (the “Company Equityholder Representative”).
