AGREEMENT AND PLAN OF MERGER dated as of October 18, 2015, by and among Enghouse Systems Limited, New Acquisitions Corporation and CTI Group (Holdings) Inc.Merger Agreement • October 19th, 2015 • Cti Group Holdings Inc • Services-prepackaged software • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of October 18, 2015 (the “Agreement Date”), is entered into by and among Enghouse Systems Limited, an Ontario corporation (“Parent”), New Acquisitions Corporation, a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and CTI Group (Holdings) Inc., a Delaware corporation (the “Company”). An index of defined terms appears as Annex I to this Agreement, which is incorporated by reference into this Agreement.
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • October 19th, 2015 • Cti Group Holdings Inc • Services-prepackaged software • Delaware
This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of October 18, 2015, is entered into by and among Enghouse Systems Limited, an Ontario corporation (“Parent”), New Acquisitions Corporation, a Delaware corporation and a direct or indirect wholly owned subsidiary of Parent (“Merger Sub”), and , a stockholder (“Stockholder”) of CTI Group (Holdings) Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
