AGREEMENT AND PLAN OF MERGER Among VERIFONE HOLDINGS, INC., LION ACQUISITIONS LTD. and LIPMAN ELECTRONIC ENGINEERING LTD. Dated as of April 10, 2006Merger Agreement • April 10th, 2006 • VeriFone Holdings, Inc. • Calculating & accounting machines (no electronic computers) • New York
AGREEMENT AND PLAN OF MERGER (hereinafter called this “Agreement”), dated as of April 10, 2006, among LIPMAN ELECTRONIC ENGINEERING LTD., an Israeli company (“Lipman”), VERIFONE HOLDINGS, INC., a Delaware corporation (“VeriFone”), and LION ACQUISITIONS LTD., an Israeli company and a wholly-owned subsidiary of VeriFone (“Merger Sub,” Lipman and Merger Sub sometimes being hereinafter collectively referred to as the “Constituent Corporations”).
