AGREEMENT AND PLAN OF MERGER by and among NICE SYSTEMS, INC., NICE ACQUISITION SUB, INC., MATTERSIGHT CORPORATION and, solely for purposes of Section 8.16, NICE LTD. Dated as of April 25, 2018Agreement and Plan of Merger • April 26th, 2018 • Mattersight Corp • Services-computer integrated systems design • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of April 25, 2018 by and among NICE Systems, Inc., a Delaware corporation (“Parent”), NICE Acquisition Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Acquisition Sub”), Mattersight Corporation, a Delaware corporation (the “Company”), and, solely for purposes of Section 8.16, NICE Ltd., a company organized under the laws of the State of Israel (“Guarantor”).
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • April 26th, 2018 • Mattersight Corp • Services-computer integrated systems design • Delaware
This Tender and Support Agreement (this “Agreement”) is made and entered into as of April 25, 2018, by and among Nice Systems, Inc., a Delaware corporation (“Parent”), NICE Acquisition Sub, Inc., a Delaware corporation (“Acquisition Sub”) and the stockholders of Mattersight Corporation, a Delaware corporation (the “Company”), set forth on Schedule A hereto (each a “Stockholder” and, collectively the “Stockholders”, and together with Parent and Acquisition Sub, the “parties”).
ContractMattersight Corp • April 26th, 2018 • Services-computer integrated systems design
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 26th, 2018 • Mattersight Corp • Services-computer integrated systems design • Illinois
THIS SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into as of April 25 2018, by and between MATTERSIGHT CORPORATION, a Delaware corporation (“Borrower”), and CIBC BANK USA (formerly known as The PrivateBank and Trust Company, “Lender”), as Lender and Issuing Lender.
