AGREEMENT AND PLAN OF MERGER dated as of January 14, 2008 by and among COMPENSATION MANAGEMENT SERVICES LLC, CALLIDUS SOFTWARE, INC., CMS MERGER SUB LLC, ROBERT CONTI, GARY TUBRIDY and DAVID CICHELLI and Robert Conti, as Member RepresentativeAgreement and Plan of Merger • January 15th, 2008 • Callidus Software Inc • Services-computer programming services • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of January 14, 2008 by and among Compensation Management Services LLC, a Delaware limited liability company (the “Company”), Callidus Software, Inc., a Delaware corporation (“Parent”), CMS Merger Sub LLC, a Delaware limited liability company and a wholly-owned subsidiary of Parent (“Merger Subsidiary”), Robert Conti, as representative (“Member Representative”) of the members of the Company (the “Members”) and Robert Conti, Gary Tubridy and David Cichelli in their capacity as Members of the Company (the “Major Members”).
