AGREEMENT AND PLAN OF MERGER by and among OPEN TEXT CORPORATION and ZIX CORPORATION Dated November 7, 2021Agreement and Plan of Merger • November 9th, 2021 • True Wind Capital, L.P. • Services-computer processing & data preparation • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is dated November 7, 2021, by and among Open Text Corporation, a Canadian corporation (“Parent”), and Zix Corporation, a Texas corporation (the “Company”). Each of Parent, Merger Sub and the Company are sometimes referred to as a “Party.” All capitalized terms that are used in this Agreement have the respective meanings given to them in Article I.
MARGIN LOAN AGREEMENT dated as of September 10, 2019 among ZEPHYR HOLDCO, LLC as Borrower, THE LENDERS PARTY from Time to Time Party Hereto, and DEUTSCHE BANK AG, LONDON BRANCH, as Administrative Agent, Calculation Agent and a LenderMargin Loan Agreement • September 12th, 2019 • True Wind Capital, L.P. • Services-computer processing & data preparation • New York
This MARGIN LOAN AGREEMENT dated as of September 10, 2019 (as it may be amended, restated, supplemented or modified from time to time, this “Agreement”), among Zephyr Holdco, LLC, a Delaware limited liability company, as Borrower (“Borrower”), Deutsche Bank AG, London Branch, as Administrative Agent, as Calculation Agent and as a Lender and each other lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
TENDER AND VOTING AGREEMENTTender and Voting Agreement • November 9th, 2021 • True Wind Capital, L.P. • Services-computer processing & data preparation • Delaware
THIS TENDER AND VOTING AGREEMENT (this “Agreement”), dated as of November 7, 2021, is made by and among Open Text Corporation, a Canadian corporation (“Parent”), Zix Corporation, a Texas corporation (the “Company”), and Zephyr Holdco, LLC, a Delaware limited liability company (the “Stockholder”), an owner of shares of Series A Convertible Preferred Stock, par value $1.00 per share, of the Company (“Company Series A Preferred Stock”). Capitalized terms used herein without definition shall have the respective meanings specified in the Merger Agreement (as defined below).
JOINT FILING AGREEMENT PURSUANT TO RULE 13D-1(K)(1)Joint Filing Agreement • February 22nd, 2019 • True Wind Capital, L.P. • Services-computer processing & data preparation
The undersigned acknowledge and agree that the Statement on Schedule 13D filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Common Stock, par value $0.01 per share, of Zix Corporation, a Texas corporation, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned that is named as a reporting person in such filing without the necessity of filing an additional joint filing agreement. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that it knows or has reason to believe that such information is inaccurate. This joint filing a
JOINT FILING AGREEMENT PURSUANT TO RULE 13D-1(K)(1)Joint Filing Agreement • November 18th, 2020 • True Wind Capital, L.P. • Personal credit institutions
The undersigned acknowledge and agree that the Statement on Schedule 13D filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Common Stock, par value $0.01 per share, of Open Lending Corporation, a Delaware corporation, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned that is named as a reporting person in such filing without the necessity of filing an additional joint filing agreement. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that it knows or has reason to believe that such information is inaccurate. This jo
