The Merger Agreement has been included to provide shareholders with information regarding its terms. It
is not intended to provide any other factual information about TTI. The representations, warranties, covenants
and agreements contained in the Merger Agreement were made only for purposes of such agreement and as of
the specific dates therein, were solely for the benefit of the parties to such agreement, and may be subject to
limitations agreed upon by the contracting parties, including being qualified by confidential disclosures exchanged
between the parties in connection with the execution of the Merger Agreement. The representations and
warranties have been made for the purposes of allocating contractual risk between the parties to the agreement
instead of establishing those matters as facts, and may be subject to standards of materiality applicable to the
contracting parties that differ from those applicable to shareholders. Shareholders are not third party beneficiaries
under the Merger Agreement and should not rely on the representations, warranties, covenants and agreements
or any descriptions thereof as characterizations of the actual state of facts or condition of TTI, Parent or Merger
Sub or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of
the representations and warranties may change after the date of the Merger Agreement, which subsequent
information may or may not be fully reflected in TTI’s public disclosures.
AGREEMENT AND PLAN OF MERGER
by and among
TEOCO ISRAEL LTD.
TTI TEAM TELECOM INTERNATIONAL LTD.
Dated as of June 8, 2010
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