AGREEMENT AND PLAN OF MERGER By and Among RIBBON COMMUNICATIONS INC., RIBBON COMMUNICATIONS ISRAEL LTD., ECLIPSE COMMUNICATIONS LTD., ECI TELECOM GROUP LTD. and ECI HOLDING (HUNGARY) KORLÁTOLT FELELŐSSÉGŰ TÁRSASÁG, solely in its capacity as the...Agreement and Plan of Merger • November 14th, 2019 • Ribbon Communications Inc. • Services-computer integrated systems design • New York
THIS AGREEMENT AND PLAN OF MERGER, dated as of November 14, 2019 (this “Agreement”), is made by and among Ribbon Communications Inc., a corporation incorporated under the Laws of Delaware (“Parent”), Ribbon Communications Israel Ltd., a company incorporated under the Laws of the State of Israel and an indirect wholly owned Subsidiary of Parent (“Direct Parent”), Eclipse Communications Ltd., a company incorporated under the Laws of the State of Israel and a direct wholly owned Subsidiary of Direct Parent (“Merger Sub”), ECI Telecom Group Ltd., a company incorporated under the Laws of the State of Israel (the “Company”), and ECI Holding (Hungary) Korlátolt Felelősségű Társaság, a company incorporated under the Laws of Hungary, solely in its capacity as the representative of the Company Equityholders and CVR Holders hereunder (the “Shareholder Representative”). Capitalized terms used and not otherwise defined herein have the meanings set forth in Article I.
