AGREEMENT AND PLAN OF MERGER among NCR Corporation Moon S.P.V. (Subsidiary) Ltd. andMerger Agreement • November 28th, 2012 • NCR Corp • Calculating & accounting machines (no electronic computers) • New York
AGREEMENT AND PLAN OF MERGER, dated as of November 28, 2012 (this “Agreement”), among NCR Corporation, a Maryland corporation (“Parent”), Moon S.P.V. (Subsidiary) Ltd, a private company formed under the laws of the State of Israel and an indirect wholly owned subsidiary of Parent (“Merger Sub”), and Retalix Ltd., a public company formed under the laws of the State of Israel (the “Company”). Each of Parent, Merger Sub and the Company is referred to individually as a “party” and collectively as the “parties.” Capitalized terms used in this Agreement are defined in Section 1.
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • November 28th, 2012 • NCR Corp • Calculating & accounting machines (no electronic computers)
VOTING AND SUPPORT AGREEMENT (this “Agreement”), dated as of November 28, 2012, by and among NCR CORPORATION, a company formed under the laws of the State of Maryland, U.S.A (“Parent”), MOON S.P.V. (SUBSIDIARY) LTD., a private company formed under the laws of the State of Israel and a wholly owned subsidiary of Parent (“Merger Sub”), and the undersigned shareholder(s) (each, a “Shareholder” and together (if there is more than one undersigned Shareholder), the “Shareholders”) of RETALIX LTD., a public company formed under the laws of the State of Israel (the “Company”). Each of Parent, Merger Sub and each Shareholder is referred to as a “party” and collectively as the “parties.” Capitalized terms used but not defined in this Agreement have the meanings ascribed to them in the Merger Agreement (defined below).
