AGREEMENT AND PLAN OF MERGER BY AND AMONG BEA SYSTEMS, INC. BAJA, INC. AND PLUMTREE SOFTWARE, INC. August 22, 2005Agreement and Plan of Merger • August 23rd, 2005 • Bea Systems Inc • Services-prepackaged software • Delaware
THIS AGREEMENT AND PLAN OF MERGER (the “Agreement”) is made as of August 22, 2005 (the “Execution Date”) by and among BEA SYSTEMS, INC., a Delaware corporation (“Parent”), BAJA, INC., a Delaware corporation (“Merger Sub”), and PLUMTREE SOFTWARE, INC., a Delaware corporation (“Company”). An index of the defined terms used in this Agreement can be found in Appendix I hereto.
STOCKHOLDER VOTING AGREEMENTStockholder Voting Agreement • August 23rd, 2005 • Bea Systems Inc • Services-prepackaged software • Delaware
THIS STOCKHOLDER VOTING AGREEMENT (this “Agreement”) is entered into as of the day of August, 2005 between BEA Systems, Inc., a Delaware corporation (“Parent”), and the undersigned Stockholder (“Stockholder”) of Plumtree Software, Inc., a Delaware corporation (“Company”). Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Merger Agreement (as defined below).
