AGREEMENT AND PLAN OF MERGER BY AND AMONG EBIX, INC., CONFIRMNET CORPORATION, EBIX SOFTWARE INDIA PRIVATE LIMITED, CONFIRMNET ACQUISITION SUB, INC. AND CRAIG A. IRVING, AS SHAREHOLDERS’ REPRESENTATIVE DATED AS OF NOVEMBER 1, 2008Merger Agreement • November 12th, 2008 • Ebix Inc • Services-computer integrated systems design • California
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made as of November 1, 2008, by and among EBIX, INC., a Delaware corporation (“Parent”); EBIX SOFTWARE INDIA PRIVATE LIMITED, a private limited company formed under the laws of India and a wholly-owned subsidiary of Parent (“Intermediate Parent”), CONFIRMNET CORPORATION, a California corporation (the “Company”); CONFIRMNET ACQUISITION SUB, INC., a California corporation and a wholly-owned subsidiary of Intermediate Parent (“Merger Sub”); and CRAIG A. IRVING, as the representative of the shareholders of the Company hereunder (the “Shareholders’ Representative”). Parent, Intermediate Parent, Merger Sub, the Company and the Shareholders’ Representative are sometimes collectively referred to herein as the “Parties” and each individually as a “Party.” Unless otherwise defined herein, certain terms used in this Agreement with initial capital letters are defined in Appendix A.
