AGREEMENT AND PLAN OF MERGER by and among OPEN TEXT CORPORATION and ZIX CORPORATION Dated November 7, 2021Merger Agreement • November 9th, 2021 • Zix Corp • Services-computer processing & data preparation • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is dated November 7, 2021, by and among Open Text Corporation, a Canadian corporation (“Parent”), and Zix Corporation, a Texas corporation (the “Company”). Each of Parent, Merger Sub and the Company are sometimes referred to as a “Party.” All capitalized terms that are used in this Agreement have the respective meanings given to them in Article I.
TENDER AND VOTING AGREEMENTTender and Voting Agreement • November 9th, 2021 • Zix Corp • Services-computer processing & data preparation • Delaware
THIS TENDER AND VOTING AGREEMENT (this “Agreement”), dated as of November 7, 2021, is made by and among Open Text Corporation, a Canadian corporation (“Parent”), Zix Corporation, a Texas corporation (the “Company”), and Zephyr Holdco, LLC, a Delaware limited liability company (the “Stockholder”), an owner of shares of Series A Convertible Preferred Stock, par value $1.00 per share, of the Company (“Company Series A Preferred Stock”). Capitalized terms used herein without definition shall have the respective meanings specified in the Merger Agreement (as defined below).
