0001193125-05-212062 Sample Contracts

AGREEMENT AND PLAN OF MERGER BY AND AMONG EMC CORPORATION, EPIPHANY MERGER CORPORATION and CAPTIVA SOFTWARE CORPORATION Dated as of October 20, 2005

Agreement and Plan of Merger • October 31st, 2005 • Emc Corp • Computer storage devices • Massachusetts

• Contract Type
  Agreement and Plan of Merger
• Filed
  October 31st, 2005
• Company
  Emc Corp
• Industry
  Computer storage devices
• Jurisdiction
  Massachusetts

AGREEMENT AND PLAN OF MERGER, dated as of October 20, 2005 (this “Agreement”), by and among EMC Corporation, a Massachusetts corporation (“Parent”), Epiphany Merger Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Captiva Software Corporation, a Delaware corporation (the “Company”).

VOTING AGREEMENT

Voting Agreement • October 31st, 2005 • Emc Corp • Computer storage devices • Massachusetts

• Contract Type
  Voting Agreement
• Filed
  October 31st, 2005
• Company
  Emc Corp
• Industry
  Computer storage devices
• Jurisdiction
  Massachusetts

THIS VOTING AGREEMENT (the “Agreement”) is entered into as of October 20, 2005, between EMC Corporation, a Massachusetts corporation (“Parent”), Epiphany Merger Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and the undersigned stockholder (the “Stockholder”) of Captiva Software Corporation, a Delaware corporation (the “Company”).