AGREEMENT AND PLAN OF MERGER BY AND AMONG GARTNER, INC. JASMINE ACQUISITION CORPORATION BURTON GROUP, INC. U.S. BANK NATIONAL ASSOCIATION, as Escrow Agent AND STOCKHOLDER REPRESENTATIVE Dated as of December 30, 2009Agreement and Plan of Merger • January 5th, 2010 • Gartner Inc • Services-management services • Delaware
THIS AGREEMENT AND PLAN OF MERGER (the “Agreement”) is made and entered into as of December 30, 2009 by and among Gartner, Inc., a Delaware corporation (“Parent”), Jasmine Acquisition Corporation, a Utah corporation and a wholly owned subsidiary of Parent (“Sub”), Burton Group, Inc., a Utah corporation (the “Company”), U.S. Bank National Association, as escrow agent hereunder, and as a party to this Agreement solely with respect to Article VI herein (the “Escrow Agent”) and Jamie Lewis, who will serve as the representative of the Company’s stockholders, optionholders and SAR holders, and is a party to this Agreement solely in such capacity, and is referred to herein from time to time as the “Stockholder Representative.”
