AGREEMENT AND PLAN OF MERGER Dated as of May 1, 2012 Among OPEN TEXT CORPORATION, EPIC ACQUISITION SUB INC. and EASYLINK SERVICES INTERNATIONAL CORPORATIONMerger Agreement • May 3rd, 2012 • Easylink Services International Corp • Services-computer programming services • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of May 1, 2012, is entered into by and among Open Text Corporation, a Canadian corporation (“Parent”), Epic Acquisition Sub Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent (“Merger Sub”), and Easylink Services International Corporation, a Delaware corporation (the “Company”). Parent, Merger Sub and the Company are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
AMENDMENT NO. 1 TO STOCKHOLDER RIGHTS AGREEMENTStockholder Rights Agreement • May 3rd, 2012 • Easylink Services International Corp • Services-computer programming services • Delaware
AMENDMENT NO. 1 (the “Amendment”), dated as of May 1, 2012, to the Stockholder Rights Agreement, dated as of August 25, 2009 (the “Rights Agreement”), between Easylink Services International Corporation, a Delaware corporation (the “Company”), and American Stock Transfer and Trust Company, LLC a New York limited liability company (the “Rights Agent”). Capitalized terms used but not otherwise defined in this Amendment shall have the meaning given in the Rights Agreement.
