AGREEMENT AND PLAN OF MERGER among MERGE HEALTHCARE INCORPORATED, ES ACQUISITION CORP., and OPHTHALMIC IMAGING SYSTEMS Dated as of June 5, 2011Merger Agreement • June 7th, 2011 • Ophthalmic Imaging Systems • Surgical & medical instruments & apparatus • California
AGREEMENT AND PLAN OF MERGER, dated as of June 5, 2011 (this “Agreement“) by and among Merge Healthcare Incorporated, a Delaware corporation (“Parent“), ES Acquisition Corp., a California corporation and a direct wholly-owned Subsidiary of Parent (“Merger Sub“), and Ophthalmic Imaging Systems, a California corporation (the “Company“).
SHAREHOLDERS SUPPORT AGREEMENTShareholders Support Agreement • June 7th, 2011 • Ophthalmic Imaging Systems • Surgical & medical instruments & apparatus • California
This Shareholders Support Agreement (the “Agreement”) is made and entered into as of June 5, 2011, between Merge Healthcare Incorporated, a Delaware corporation (“Parent”), and the undersigned stockholders of the Company (each a “Holder”).
LOAN AND SECURITY AGREEMENT dated as of June 1, 2011 between OPHTHALMIC IMAGING SYSTEMS, as Borrower, and INTERGAMMA INVESTMENT COMPANY LTD as LendersLoan and Security Agreement • June 7th, 2011 • Ophthalmic Imaging Systems • Surgical & medical instruments & apparatus • California
THIS LOAN AND SECURITY AGREEMENT, dated as of June 1, 2011 (including all schedules and exhibits hereto, this “Agreement”), is entered into by and among OPHTHALMIC IMAGING SYSTEMS, a California corporation (the “Borrower”), U. M. ACCELMED, LIMITED PARTNERSHIP, an Israeli limited partnership (“UMA”), and INTERGAMMA INVESTMENT COMPANY LTD (“Intergamma”; together with UMA, each a “Lender” and collectively, the “Lenders”).
