AGREEMENT AND PLAN OF MERGER among Deluxe Corporation, Deluxe Business Operations, Inc., Helix Merger Corp., and Hostopia.com Inc. Dated as of June 18, 2008Merger Agreement • June 23rd, 2008 • Deluxe Corp • Blankbooks, looseleaf binders & bookbindg & relatd work • Delaware
This Agreement and Plan of Merger (this “Agreement”) is made as of June 18, 2008 among Deluxe Corporation, a Minnesota corporation (“Parent”), Deluxe Business Operations, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Operating Sub”), Helix Merger Corp., a Delaware corporation and wholly owned subsidiary of Operating Sub (“Sub”), and Hostopia.com Inc., a Delaware corporation (the “Company”). The Company and Sub are sometimes collectively referred to as the “Constituent Corporations.”
VOTING AGREEMENTVoting Agreement • June 23rd, 2008 • Deluxe Corp • Blankbooks, looseleaf binders & bookbindg & relatd work • Delaware
This Voting Agreement is dated as of June 18, 2008, among Deluxe Corporation, a Minnesota corporation (“Parent”), and the persons listed on Annex A hereto, each of whom is a stockholder (a “Stockholder”) of Hostopia.com Inc., a Delaware corporation (the “Company”).
