AGREEMENT AND PLAN OF MERGER BY AND AMONG ALLEN SYSTEMS GROUP, INC., ASG M&A, INC., AND MOBIUS MANAGEMENT SYSTEMS, INC. Dated as of April 11, 2007Agreement and Plan of Merger • April 12th, 2007 • Mobius Management Systems Inc • Services-prepackaged software
This Agreement and Plan of Merger (this “Agreement”) dated as of April 11, 2007, is entered into by and among Allen Systems Group, Inc. (the “Parent”), a Delaware corporation, ASG M&A, Inc. (the “Purchaser”), a Delaware corporation and wholly-owned subsidiary of the Parent, and Mobius Management Systems, Inc., (the “Company”), a Delaware corporation. Certain capitalized terms used in this Agreement are defined in Section 10.1 of this Agreement.
ContractTermination Notice • April 12th, 2007 • Mobius Management Systems Inc • Services-prepackaged software
Termination Notice, dated as of April 12, 2007, of the Sales Plan, dated December 15, 2006 (the “Sales Plan”), between Joseph J. Albracht (“Seller”) and Goldman, Sachs & Co. (“Broker”).
Voting Agreement and Irrevocable ProxyVoting Agreement and Irrevocable Proxy • April 12th, 2007 • Mobius Management Systems Inc • Services-prepackaged software
This Voting Agreement and Irrevocable Proxy (this “Agreement”), dated as of April 11, 2007, is entered into by and among Allen Systems Group, Inc., a Delaware corporation (the “Parent”), ASG M&A, Inc., a Delaware corporation and wholly-owned subsidiary of the Parent (the “Purchaser”), Mobius Management Systems, Inc., a Delaware corporation (the “Company”), and each of the individuals set forth in Schedule I to this Agreement (referred to herein individually as a “Stockholder”, and collectively as the “Stockholders”).
