SECOND AMENDMENT TO AGREEMENT AND
PLAN OF MERGER
This SECOND AMENDMENT TO AGREEMENT AND PLAN OF
MERGER, dated as of June 30, 2009 (this “
Amendment ”), is entered into by and among Borland
Software Corporation, a Delaware corporation (the “
Company ”), Bentley Merger Sub, Inc., a Delaware
corporation (“ Merger Sub ”), Micro Focus
International plc, a company organized under the laws of England
and Wales (“ PLC ”) and Micro Focus (US), Inc.,
a Delaware corporation (“ Parent ”).
WHEREAS, the parties hereto are parties to that
certain Agreement and Plan of Merger, dated as of May 5, 2009,
and amended as of June 17, 2009 (the “ Merger
Agreement ”);
WHEREAS, pursuant to Section 8.04 of the
Merger Agreement, the parties hereto desire to amend the Merger
Agreement as set forth in this Amendment; and
WHEREAS, all necessary actions to make this
Amendment a valid agreement of the parties hereto have been
taken.
NOW THEREFORE, for and in consideration of the
premises and mutual agreements herein set forth, the parties
hereto, intending to be legally bound, hereby agree as
follows:
Unless the context otherwise requires:
(A) a term defined in the Merger Agreement has the same
meaning when used in this Amendment; (B) capitalized terms
used herein that are not otherwise defined herein shall have the
meaning assigned to such terms in the Merger Agreement; (C)
references to Sections mean reference to such Sections in the
Merger Agreement, unless stated otherwise; and (D) rules of
construction applicable pursuant to the Merger Agreement are also
applicable herein. Each reference in the Merger Agreement to the
“date of this Agreement”, the “date hereof”
or any similar term shall refer to May 5, 2009.
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II.
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AMENDMENT TO THE MERGER
AGREEMENT
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The Merger
Agreement is amended as follows:
A. Section 2.01(a) of the
Merger Agreement is hereby amended by replacing the reference to
“$1.15” therein with a reference to “$1.50”
with the effect that for all purposes of the Merger Agreement the
defined term “Merger Consideration
