AGREEMENT AND PLAN OF MERGER AND REORGANIZATION by and among EMBARCADERO TECHNOLOGIES, INC. DSEC MERGER COMPANY, SHC AMBEO ACQUISITION CORP. and Valerie Anderson, as Stockholder Representative Dated as of October 13, 2005Agreement and Plan of Merger and Reorganization • October 14th, 2005 • Embarcadero Technologies Inc • Services-computer integrated systems design • California
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of October 13, 2005, by and among EMBARCADERO TECHNOLOGIES, INC., a Delaware corporation (“Parent”), DSEC MERGER COMPANY, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), SHC AMBEO ACQUISITION CORP., a Delaware corporation (the “Company”), and Valerie Anderson as the initial Stockholder Representative (as defined in Section 11.01(a)), with reference to the following facts:
