AGREEMENT AND PLAN OF MERGER among NCR Corporation Moon S.P.V. (Subsidiary) Ltd. and Retalix Ltd. Dated as of November 28, 2012Merger Agreement • February 7th, 2013 • NCR Corp • Calculating & accounting machines (no electronic computers) • New York
AGREEMENT AND PLAN OF MERGER, dated as of November 28, 2012 (this “Agreement”), among NCR Corporation, a Maryland corporation (“Parent”), Moon S.P.V. (Subsidiary) Ltd, a private company formed under the laws of the State of Israel and an indirect wholly owned subsidiary of Parent (“Merger Sub”), and Retalix Ltd., a public company formed under the laws of the State of Israel (the “Company”). Each of Parent, Merger Sub and the Company is referred to individually as a “party” and collectively as the “parties.” Capitalized terms used in this Agreement are defined in Section 1.
