AGREEMENT AND PLAN OF MERGER BY AND AMONG GARTNER, INC. CLOVER ACQUISITION CORPORATION AMR RESEARCH, INC. U.S. BANK NATIONAL ASSOCIATION, as Escrow Agent AND STOCKHOLDER REPRESENTATIVE Dated as of November 29, 2009Agreement and Plan of Merger • February 19th, 2010 • Gartner Inc • Services-management services • Delaware
THIS AGREEMENT AND PLAN OF MERGER (the “Agreement”) is made and entered into as of November 29, 2009 by and among Gartner, Inc., a Delaware corporation (“Parent”), Clover Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Sub”), AMR Research, Inc., a Delaware corporation (the “Company”), U.S. Bank National Association, as escrow agent hereunder, and as a party to this Agreement solely with respect to ARTICLE VII herein (the “Escrow Agent”) and Anthony J. Friscia, who will serve as the representative of the Company’s stockholders and optionholders, and is a party to this Agreement solely in such capacity (the “Stockholder Representative”).
