AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • May 2nd, 2005 • Quest Software Inc • Services-prepackaged software • Delaware
THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of April 26, 2005, by and among: QUEST SOFTWARE, INC., a California corporation (“Parent”); IMPETUS ACQUISITION CORP., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”); IMCEDA SOFTWARE, INC., a Delaware corporation (the “Company”); the stockholders of the Company identified on Schedule I (collectively, the “Key Stockholders”); and INSIGHT VENTURE PARTNERS, LLC as the Stockholders’ Representative (the “Stockholders’ Representative”). Certain other capitalized terms used in this Agreement are defined in Exhibit A.
