AGREEMENT AND PLAN OF MERGER BY AND AMONG TOP IMAGE SYSTEMS LTD., KOFAX HOLDINGS INTERNATIONAL LTD.. TORNELY LTD. AND KOFAX, INC.Agreement and Plan of Merger • February 4th, 2019 • Top Image Systems LTD • Computer peripheral equipment, nec
THIS AGREEMENT AND PLAN OF MERGER (together with all annexes, letters, schedules and exhibits hereto, this "Agreement"), dated as of February 3, 2019, is by and among Kofax, Inc., a company organized under the Laws of the State of Delaware ("Ultimate Parent"), Kofax Holdings International Ltd., a private limited company incorporated under the Laws of England and Wales ("Parent"), Tornely Ltd., a company organized under the Laws of the State of Israel and a wholly-owned direct subsidiary of Parent ("Merger Sub"), and Top Image Systems Ltd., a company organized under the Laws of the State of Israel (the "Company"). Ultimate Parent is made a party to this Agreement solely for purposes of Section 8.9 hereof. Certain capitalized terms used in this Agreement are defined in Article IX, and Article IX includes an index of all capitalized terms used in this Agreement.
