AGREEMENT AND PLAN OF MERGER Among OPHTHALMIC IMAGING SYSTEMS, MV ACQUISITIONS LTD. and MEDIVISION MEDICAL IMAGING LTD. Dated as of March 25, 2008Merger Agreement • March 27th, 2008 • Ophthalmic Imaging Systems • Surgical & medical instruments & apparatus • New York
AGREEMENT AND PLAN OF MERGER (hereinafter called this “Agreement”), dated March 25, 2008, among OPHTHALMIC IMAGING SYSTEMS, a California corporation (“OIS”), MV ACQUISITIONS LTD., an Israeli company and a wholly-owned subsidiary of OIS (“Merger Sub”), and MEDIVISION MEDICAL IMAGING LTD., an Israeli company (“MediVision”; MediVision and Merger Sub are sometimes collectively referred to as the “Constituent Corporations”).
FORM OF LOCK-UP AND STANDSTILL AGREEMENTLock-Up and Standstill Agreement • March 27th, 2008 • Ophthalmic Imaging Systems • Surgical & medical instruments & apparatus • New York
THIS LOCK-UP AND STANDSTILL AGREEMENT (this “Agreement”), is entered into as of March 25, 2008, by and among Ophthalmic Imaging Systems, a California corporation (the “Company”), and the undersigned shareholders (each, a “Principal MV Shareholder,” and collectively, “the “Principal MV Shareholders”). Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Merger Agreement (as defined below).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 27th, 2008 • Ophthalmic Imaging Systems • Surgical & medical instruments & apparatus • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 25, 2008, by and among Ophthalmic Imaging Systems, a California corporation (the “Company”), and the undersigned shareholders (each, a “Principal MV Shareholder”, and collectively, the “Principal MV Shareholders”).
RIGHT OF FIRST REFUSAL AND PREEMPTIVE RIGHTS AGREEMENTRight of First Refusal and Preemptive Rights Agreement • March 27th, 2008 • Ophthalmic Imaging Systems • Surgical & medical instruments & apparatus • New York
RIGHT OF FIRST REFUSAL AND PREEMPTIVE RIGHTS AGREEMENT (this “Agreement”), dated March 25, 2008, among Ophthalmic Imaging Systems, a California corporation (“OIS”), and the parties listed on Schedule A (the “Principal MV Shareholders”).
OPHTHALMIC IMAGING SYSTEMS VOTING AGREEMENTVoting Agreement • March 27th, 2008 • Ophthalmic Imaging Systems • Surgical & medical instruments & apparatus • New York
This VOTING AGREEMENT (this “Agreement”) is made and entered into as of March 25, 2008, by and among Ophthalmic Imaging Systems, a California corporation (“OIS”), and the parties listed on Schedule A (the “Principal MV Shareholders”) (OIS and the Principal MV Shareholders may be referred to in this Agreement collectively as the “Parties” and individually, as a “Party”).
