ACQUISITION AGREEMENT

dated September 19, 2002

by and among

DENDRITE INTERNATIONAL, INC.

SAI ACQUISITION L.L.C.

SOFTWARE ASSOCIATES INTERNATIONAL, LLC

SOFTWARE ASSOCIATES INTERNATIONAL INC.

THE INTERPUBLIC GROUP OF COMPANIES, INC.

IPG SAI HOLDING CORP.

SHALEEN GUPTA

and

DEREK EVANS

ACQUISITION AGREEMENT

        This Acquisition Agreement (this ?Agreement?), dated September 19, 2002, is made by and among Dendrite International, Inc., a New Jersey corporation (?Dendrite?), SAI Acquisition L.L.C., a New Jersey  . . .

AGREEMENT AND PLAN
OF MERGER AND REORGANIZATION

This Agreement And Plan Of Merger And Reorganization ("Agreement") is made and entered into as of October 14, 2003, by and among: Siebel Systems, Inc., a Delaware corporation ("Parent"); Underground Acquisition Corp., a California corporation ("Merger Sub"); and UpShot Corporation, a California corporation (the "Company"). Certain other capitalized terms used in this Agreement are defined in Exhibit A.

1. 
   

   Parent, Merger Sub and the Company intend to effect a merger of Merger Sub into the Company (the "Merger") in accordance with this Agreement and the California General Corporation Law (the "CGCL"). Upon consummation of the Merger, Merger Sub will cease to exist, and the Company will become a wholly owned subsidiary of Parent.

   
   
2. 
   

   This Agreement has received the necessary executive approval by Parent and has been approved by the boards of directors of Merger Sub and the Company.

   
   
3. 
   

   Concurrently with the execution of this Agreement, and as a condition and inducement to Parent's willingness to enter into this Agreement, each of the Persons identified in Exhibit B (the "Proxy Shareholders") is entering into a Voting Agreement and Irrevocable Proxy in favor of Parent (the "Voting Agreements and Irrevocable Proxies").

   
   
4. 
   

   Concurrently with the execution of this Agreement, and as a condition and inducement to Parent's willingness to enter into this Agreement, each of the individuals identified in Exhibit C (the "Key Employees") is entering into a Non-Competition and Non-Solicitation Agreement in favor of Parent.

The parties to this Agreement agree as follows:

1. Description of Transaction
   
   
   
   

   1.1 Merger of Merger Sub into the Company. Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time (as defined in Section 1.3), Merger Sub shall be merged with and into the Company, and the separate existence of Merger Sub shall cease. The Company will continue as the surviving corporation in the Merger (the "Surviving Corporation").

   
   

   1.2 Effect of the Merger. The Merger shall have the effects set forth in this Agreement and in the applicable provisions of the CGCL.

   
   

   1.3 Closing; Effective Time. The consummation of the transactions contemplated by this Agreement (the "Closing") shall take place at the offices of Cooley Godward LLP, 3175 Hanover Street, Palo Alto, California 94304 at 10:00 a.m. on a date to be designated by Parent, which shall be no later than the fifth (5^th) business day after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections 6 and 7 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions) or at such time and date as the parties may designate. The date on which the Closing actually takes place is referred to in this Agreement as the "Closing Date." Contemporaneously with or as promptly as practicable after the Closing, a properly executed agreement of merger (the "Agreement of Merger") conforming to the requirements of the CGCL shall be filed with the Secretary of State of the State of California. The Merger shall become effective as of the time that the Agreement of Merger is filed and accepted by the Secretary of State of the State of California (the "Effective Time").

   
   

   1.4 Articles of Incorporation and Bylaws; Directors and Officers. Unless otherwise determined by Parent prior to the Effective Time:

   
   
   
   
   1. 
      

      the articles of incorporation of the Surviving Corporation shall be amended and restated as of the Effective Time in a form acceptable to Parent;

      
      
   2. 
      

      the bylaws of the Surviving Corporation shall be amended and restated as of the Effective Time to conform to the bylaws of Merger Sub as in effect immediately prior to the Effective Time; and

      
      
   3. 
      

      the directors and officers of the Surviving Corporation immediately after the Effective Time shall be the individuals identified in Exhibit D.

   
   

   1.5 Conversion of Shares.

   
   
   
   
   1. 
      

      By virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any shareholder of the Company:

      
      
      
      
      1. 
         

         subject to Sections 1.5(a)(ii), 1.5(b), and 1.6, each share of Company Capital Stock outstanding immediately prior to the Effective Time shall be converted into the right to receive from Parent, upon surrender of the certificate representing such share of Company Capital Stock in accordance with Section 1.7, the following consideration (the consideration to which a particular class or series of Company Capital Stock is entitled pursuant to this Section 1.5(a)(i) being referred to as the "Merger Consideration" for such class or series):

         
         
         
         
         1. 
            

            each share of Company Common Stock outstanding immediately prior to the Effective Time shall be converted into the right to receive an amount in cash, without interest, equal to the Common Stock Merger Consideration (as defined below);

            
            
         2. 
            

            each share of Series B Preferred Stock outstanding immediately prior to the Effective Time shall be converted into the right to receive an amount, without interest, equal to the amount of cash that a holder of Series B Preferred Stock would be entitled to receive for each share of Series B Preferred Stock pursuant to Section 3 of Article Third of the Company's articles of incorporation as in effect on the Closing Date of this Agreement upon a liquidation resulting in a distribution to the shareholders of the Company of an amount equal to $50,000,000 (the "Series B Merger Consideration");

            
            
         3. 
            

            each share of Series D Preferred Stock outstanding immediately prior to the Effective Time shall be converted into the right to receive an amount, without interest, equal to the amount of cash that a holder of Series D Preferred Stock would be entitled to receive for each share of Series D Preferred Stock pursuant to Section 3 of Article Third of the Company's articles of incorporation as in effect on the Closing Date upon a liquidation resulting in a distribution to the shareholders of the Company of an amount equal to $50,000,000 (the "Series D Merger Consideration");

            
            
         4. 
            

            each share of Series E Preferred Stock outstanding immediately prior to the Effective Time shall be converted into the right to receive an amount, without interest, equal to the amount of cash that a holder of Series E Preferred Stock would be entitled to receive for each share of Series E Preferred Stock pursuant to Section 3 of Article Third of the Company's articles of incorporation as in effect on the Closing Date upon a liquidation resulting in a distribution to the shareholders of the Company of an amount equal to $50,000,000 (the "Series E Merger Consideration");

         
         
      2. 
         

         each share of Company Common Stock owned by Parent, Merger Sub, the Company or any direct or indirect wholly owned subsidiary of Parent, Merger Sub or the Company immediately prior to the Effective Time, if any, shall, by virtue of the Merger, be canceled without payment of any consideration with respect thereto; and

         
         
      3. 
         

         each share of the common stock, no par value, of Merger Sub outstanding immediately prior to the Effective Time shall be converted into one share of common stock of the Surviving Corporation.

      
      

      The amount of cash each shareholder of the Company is entitled to receive for the shares of Company Capital Stock held by such shareholder shall be rounded to the nearest cent and computed after aggregating the cash amounts payable for all shares of each series of Company Capital Stock held by such shareholder.

      
      
      
      164397

AGREEMENT AND PLAN OF MERGER

dated as of

September 12, 2005

among

ORACLE CORPORATION,

SIEBEL SYSTEMS, INC.,

OZARK HOLDING INC.,

OZARK MERGER SUB,

and

SIERRA MERGER SUB

TABLE OF CONTENTS

                             ARRANGEMENT AGREEMENT

                                    among:

                             Siebel Systems, Inc.,
                            a Delaware corporation;

                         3045856 Nova Scotia Company,
                  a Nova Scotia unlimited liability company;

                             2000066 Ontario Inc.,
                            an Ontario corporation;

                                      and

                              Janna Systems Inc.,
                            an Ontario corporation


                 . . .

Mr. Wayne Yetter
Chairman and Chief Executive Officer
SYNAVANT Inc.
3445 Peachtree Road, NE Suite 1400
Atlanta, GA 30326

Dear Mr. Yetter:

        On October 24, 2000, Synavant Inc. (the "Company") entered into a Tier I Change-in-Control Agreement for Certain Executives of Synavant Inc. with you (the "Prior Agreement"). Under the Prior Agreement, the Board of Directors  . . .

EMPLOYMENT AGREEMENT

        AGREEMENT, made December 20, 2002, by and between Synavant Inc., a Georgia corporation (the "Company") and Timothy Waller ("Executive").

RECITALS

        WHEREAS, the Company has executed or will execute an Asset Purchase Agreement for the sale of a majority of the assets of the Company (the "Asset Purchase Agreement") and has executed or will execute an Agreement and Plan of Merger in connection with the acquisition of the Company pursuant to a merger, with the Company surviving as a wholly owned subsidiary (the "Merger Agreement");

        WHEREAS, in order to induce Executive to remain employed with the Company on and after the closing of the transactions contemplated under the Asset Purchase Agreement and Merger Agreement (the "Transactions", and the date on which the last of the Transactions is consummated, the "Closing Date"), the Company desires to provide Executive with compensation and other benefits on the terms and conditions set forth in this Agreement, in exchange for terminating that certain Tier II Change-in-Control Agreement for Certain Executives of Synavant Inc. dated October 24, 2000 (the "Prior Agreement"); and

        WHEREAS, Executive is willing to accept such employment and perform services for Parent and the Company, on the terms and conditions hereinafter set forth.

        NOW THEREFORE, it is hereby agreed by and between the parties as follows:

        1.    Effectiveness; Effect on Prior Agreements; Signing Bonus.    

        (a)    Effectiveness; Effect on Prior Agreements.    This Agreement shall become effective as of the date hereof, provided that the Executive is employed by the Company on the Closing Date (the "Effective Time"). As of the Effective Time, the Prior Agreement shall, except as otherwise provided herein, terminate and become null and void.

        (b)    Signing Bonus.    In consideration of the Executive's willingness to enter into this Agreement, the Company shall pay the Executive in cash as soon as practicable after the Effective Time (but in no event later than December 31, 2002), $66,000.00, plus a lump sum payment, in cash, equal to $22,000.00 (equal to twenty percent (20%) of your target annual bonus for fiscal year 2002), as payment for your annual bonus in respect of 2002.

        2.    Employment.    

        (a)    Position.    Subject to the terms and conditions of this Agreement, the Company agrees to continue to employ Executive during the Term (as defined in Section 3 of this Agreement) as its Senior Vice President, Americas & Chief Technology Officer (the "SVP Americas"). Executive shall report directly to the Chief Executive Officer of the Company (the "CEO").

        (b)    Duties and Responsibilities.    Subject to the terms and conditions of this Agreement during the Term Executive agrees to remain employed as the SVP Americas of the Company, and agrees to devote his full working time and efforts to the performance of services, duties and responsibilities in connection therewith. Executive shall perform such duties and exercise such powers, commensurate with his position as the SVP Americas of the Company, as the CEO shall from time to time delegate to him on such terms and conditions and subject to such restrictions as the CEO may reasonably from time to time impose.

        (c)    Location of Workplace.    The Executive will perform his services at the Company's headquarters in Atlanta, Georgia, with the understanding that he shall be required to travel as may reasonably be required for the performance of his duties under this Agreement.

EMPLOYMENT AGREEMENT

        AGREEMENT, made December 20, 2002, by and between Synavant Inc., a Georgia corporation (the "Company") and Timothy Waller ("Executive").

RECITALS

        WHEREAS, the Company has executed or will execute an Asset Purchase Agreement for the sale of a majority of the assets of the Company (the "Asset Purchase Agreement") and has executed or will execute an Agreement and Plan of Merger in connection with the acquisition of the Company pursuant to a merger, with the Company  . . .

MASTER AGREEMENT

AMONG

GENERAL ELECTRIC COMPANY,

GENERAL ELECTRIC CAPITAL CORPORATION,

GEI, INC.,

GE FINANCIAL ASSURANCE HOLDINGS, INC.

AND

GENWORTH FINANCIAL, INC.

Dated May   , 2004

TABLE OF CONTENTS

ARTICLE I

DEFINITIONS

1.1

Certain Definitions

1.2

Other Terms

ARTICLE II

THE SEPARATION

2.1

Transfer of Assets; Assumption of Liabilities; Consideration

2.2

Genworth  . . .

MASTER AGREEMENT

AMONG

GENERAL ELECTRIC COMPANY,

GENERAL ELECTRIC CAPITAL CORPORATION,

GEI, INC.,

GE FINANCIAL ASSURANCE HOLDINGS, INC.

AND

GENWORTH FINANCIAL, INC.

Dated May     , 2004

TABLE OF CONTENTS

ARTICLE I

DEFINITIONS

1.1

Certain Definitions

1.2

Other Terms

ARTICLE II

THE SEPARATION

2.1

Transfer of Assets;  . . .

Mr. Clifford A. Farren, Jr.
Chief Financial Officer
SYNAVANT Inc.
3445 Peachtree Road, NE Suite 1400
Atlanta, GA 30326

Dear Mr. Farren:

        On October 24, 2000, Synavant Inc. (the "Company") entered into a Tier II Change-in-Control Agreement for Certain Executives of Synavant Inc. with you (the "Prior Agreement"). Under the Prior Agreement, the Board of Directors of  . . .