AGREEMENT AND PLAN OF MERGER by and among LEXMARK INTERNATIONAL TECHNOLOGY, S.A., ARIEL INVESTMENT COMPANY, LTD., LEXMARK INTERNATIONAL, INC. and KOFAX LIMITED Dated as of March 24, 2015Merger Agreement • March 25th, 2015 • Kofax LTD • Services-computer programming, data processing, etc. • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of March 24, 2015 (the “Agreement”), by and among Lexmark International Technology, S.A., a Switzerland joint stock company (“Parent”), Ariel Investment Company, Ltd., a Bermuda exempted company and a direct wholly-owned subsidiary of Parent (“Merger Sub”), Lexmark International, Inc., a Delaware corporation (“Public Parent”), and Kofax Limited, a Bermuda exempted company (the “Company”). Capitalized terms used but not defined elsewhere in this Agreement shall have the meanings set forth in Section 8.15.
Mr. Jamie Arnold Winchester, MA 01890 April 28, 2010Employment Agreement • October 3rd, 2013 • Kofax LTD • Services-computer programming, data processing, etc. • California
Kofax plc (the “Company”) is pleased to enter into this letter agreement with you (hereinafter, “Employee”) stating the terms of your employment with the Company (the “Agreement”), effective upon your acceptance by execution of a counterpart copy of this Agreement where indicated below (the “Effective Date”) As used in this Agreement, the term “Company” includes Kofax plc and each and any of its divisions, affiliates or subsidiaries.
VOTING AGREEMENTVoting Agreement • March 25th, 2015 • Kofax LTD • Services-computer programming, data processing, etc. • Delaware
This VOTING AGREEMENT (this “Agreement”), dated as of March 24, 2015, is by and among Lexmark International Technology, S.A., a Switzerland joint stock company (“Parent”), Ariel Investment Company, Ltd., a Bermuda exempted company and a direct wholly-owned subsidiary of Parent (“Merger Sub”), Kofax Limited, a Bermuda exempted company (the “Company”) and each of the Persons set forth on Schedule A hereto (each, a “Shareholder”). The Company shall only be a party to this Agreement for purposes of Section 1.1(c) and Article V of this Agreement. Defined terms used but not defined herein shall have the respective meanings set forth in the Agreement and Plan of Merger (the “Merger Agreement”), dated as of the date hereof, by and among Parent, Merger Sub and the Company.
Mr. Grant Johnson Ladera Ranch, CA 92694 September 17, 2013Employment Agreement • November 5th, 2013 • Kofax LTD • Services-computer programming, data processing, etc. • California
Kofax plc (the “Company”) is pleased to enter into this letter agreement with you (hereinafter, “Employee”) stating the terms of your employment with the Company (the “Agreement”), effective upon your execution and dating of this Agreement where indicated below (the “Effective Date”). As used in this Agreement, the term “Company” includes Kofax plc and any and all of its divisions, affiliates or subsidiaries.
FIRST AMENDMENT TO CREDIT AGREEMENT Dated as of October 14, 2013Credit Agreement • November 5th, 2013 • Kofax LTD • Services-computer programming, data processing, etc. • New York
This FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is among KOFAX PLC, a public limited company incorporated under the laws of England and Wales (the “Parent”), KOFAX, INC., a Delaware corporation (the “Company”), KOFAX HOLDING AG, a company limited by shares incorporated under the laws of Switzerland (“Kofax Switzerland” and, together with the Company and the Parent, the “Borrowers” and, each a “Borrower”), the several financial institutions party to the Credit Agreement referred to below as lenders (collectively, the “Lenders”; individually, a “Lender”), and BANK OF AMERICA, N.A., administrative agent for the Lenders (the “Administrative Agent”) and as L/C Issuer.
Mr. Reynolds C. Bish c/o Dechert LLP NY NY 10112-2200Employment Agreement • October 3rd, 2013 • Kofax LTD • Services-computer programming, data processing, etc. • California
DICOM Group plc (the “Company”) is pleased to extend you (hereinafter, “Employee”) the following offer of employment, on the terms set forth in this letter agreement (the “Agreement”), effective upon your acceptance by execution of a counterpart copy of this Agreement where indicated below (the “Effective Date”). As used in this Agreement, the term “Company” includes DICOM Group plc and each and any of its divisions, affiliates or subsidiaries.
Date: 17 September 2007 Anthony Macciola Chino, CA 91710 Dear Anthony Amendment to Service agreementService Agreement • October 3rd, 2013 • Kofax LTD • Services-computer programming, data processing, etc.
This amendment should be read in conjunction with the offer of employment, dated 15 February 2002, which set out the terms of your employment with Kofax Image Products, Inc.
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 3rd, 2013 • Kofax LTD • Services-computer programming, data processing, etc.
Kofax Limited, a company incorporated under the laws of Bermuda with its registered office located at Clarendon House, 2 Church Street, Hamilton 11, Bermuda (the “Company”); and
KOFAX LIMITED [ ] Common Shares ($0.001 par value per share) Underwriting AgreementUnderwriting Agreement • November 22nd, 2013 • Kofax LTD • Services-computer programming, data processing, etc. • New York
Kofax Limited, an exempted company incorporated under the laws of Bermuda (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to Craig-Hallum Capital Group, LLC (the “Underwriter”), an aggregate of [ ] of its common shares, par value $0.001 per share (the “Firm Shares”), and, at the election of the Underwriter, up to an additional [ ] of its common shares, par value $0.001 per share (the “Optional Shares”).
CREDIT AGREEMENT Dated as of August 11, 2011 among KOFAX, INC., KOFAX, PLC and KOFAX HOLDING AG as Borrowers, BANK OF AMERICA, N.A., as Administrative Agent and L/C Issuer, and The Other Lenders Party Hereto MERRILL LYNCH, PIERCE, FENNER & SMITH...Credit Agreement • October 3rd, 2013 • Kofax LTD • Services-computer programming, data processing, etc. • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of August 11, 2011, among KOFAX plc, a public limited company incorporated under the laws of England and Wales (the “Parent”), KOFAX, INC., a Delaware corporation (the “Company”), KOFAX HOLDING AG, a company limited by shares incorporated under the laws of Switzerland (“Kofax Switzerland” and, together with the Company and the Parent, the “Borrowers” and, each a “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent and L/C Issuer.
