{"id":43981,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/voting-agreement-legato-systems-inc-and-otg-software-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"voting-agreement-legato-systems-inc-and-otg-software-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/securities\/voting-agreement-legato-systems-inc-and-otg-software-inc.html","title":{"rendered":"Voting Agreement &#8211; Legato Systems Inc. and OTG Software Inc."},"content":{"rendered":"<pre>                                VOTING AGREEMENT\n\n          This VOTING AGREEMENT, dated as of February 20, 2002 (this\n\"Agreement\"), by and among Legato Systems, Inc., a Delaware corporation\n(\"Legato\"), and the undersigned stockholders (each a \"Stockholder\" and\ncollectively, the \"Stockholders\") of OTG Software, Inc., a Delaware corporation\n(the \"Company\").\n\n                                    RECITALS\n\n          A. Concurrently with the execution of this Agreement, Legato, Orion\nAcquisition Sub Corp., a Delaware corporation and a direct wholly-owned\nsubsidiary of Legato (\"Merger Sub\"), and the Company are entering into an\nAgreement and Plan of Merger (the \"Merger Agreement\"), which provides for the\nmerger of the Company and Merger Sub, subject to the terms and conditions set\nforth in the Merger Agreement (the \"Merger\"). Unless otherwise indicated,\ncapitalized terms not defined herein have the meanings given to them in the\nMerger Agreement.\n\n          B. Each Stockholder is the record holder and beneficial owner of such\nnumber of shares of Common Stock of the Company as is indicated on the final\npages of this Agreement (collectively, the \"Shares\").\n\n          C. As a material inducement to enter into the Merger Agreement and to\nconsummate the Merger, Legato desires each Stockholder to agree, and each\nStockholder is willing to agree to vote the Shares and any other such shares of\ncapital stock of the Company acquired by such Stockholder so as to facilitate\nconsummation of the Merger.\n\n          NOW, THEREFORE, intending to be legally bound, the parties agree as\nfollows:\n\n1. Voting of Shares.\n   -----------------\n\n   Section 1.1 Voting Agreement. Subject to the terms and conditions of this\n               ----------------\nAgreement, at every meeting of the stockholders of the Company called with\nrespect to any of the following, and at every adjournment or postponement\nthereof, and on every action or approval by written consent of the stockholders\nof the Company with respect to any of the following, each Stockholder shall vote\nor cause (including by the Proxy, as hereinafter defined) to be voted the Shares\nand any New Shares (as defined herein) (x) in favor of (i) approval and adoption\nof the Merger Agreement, the transactions contemplated thereby and by this\nAgreement, and the Merger and any action in furtherance thereof, (ii) waiving\nany notice that may have been or may be required relating to any reorganization\nof the Company, any reclassification or recapitalization of the capital stock of\nthe Company or any sale of assets, change of control, or acquisition of the\nCompany by any other person, or any consolidation or merger of the Company with\nor into any other person to the extent such transaction is undertaken in\nconnection with the Merger, and (iii) any matter that could reasonably be\nexpected to facilitate the Merger and (y) against any matter that could\nreasonably be expected to hinder, impede or delay the consummation of the Merger\nor materially adversely affect the Merger and the transactions contemplated by\nthis Agreement and the Merger Agreement. Stockholder shall not, from the date of\nthis Voting Agreement until the Expiration Date (as hereinafter defined), enter\ninto any\n\n\n\nagreement or understanding with any Person to vote (other than the Proxy granted\nin connection herewith) or give instructions inconsistent with clause \"(x)\" or\n\"(y)\" of the preceding sentence.\n\n   Section 1.2 Proxy. Concurrently with the execution of this Agreement:\n               -----\n(i) each Stockholder shall deliver to Legato a proxy in the form attached hereto\nas Exhibit A, which shall be irrevocable to the fullest extent permitted by law,\n   ---------\nwith respect to the shares referred to therein (the \"Proxy\"); and (ii) each\nStockholder shall cause to be delivered to Legato an additional proxy (in the\nform attached hereto as Exhibit A) executed on behalf of the record owner of any\n                        ---------\nShares that are owned beneficially (but are not owned of record) by such\nStockholder.\n\n   Section 1.3 New Shares. (a) Each Stockholder agrees that any shares of\n               ----------\ncapital stock of the Company that (i) such Stockholder holds of record and owns\nbeneficially on the date hereof and should have listed on final page of this\nAgreement (excluding an aggregate of up to 750,000 shares of Company Common\nStock beneficially owned by the Stockholders, as of the date hereof, and not\nlisted on the final pages of this Agreement), or (ii) purchases or with respect\nto which such Stockholder otherwise acquires record or beneficial ownership\nafter the execution of this Agreement and prior to the Expiration Date (the\nforegoing clauses (i) and (ii) together \"New Shares\") shall be subject to the\n                                         ----------\nterms and conditions of this Agreement to the same extent as if they constituted\nShares.\n\n   (b) After the execution of this Agreement until the Expiration Date, each\nStockholder shall execute or cause to be executed such further proxies as may be\nrequested by Legato with respect to any New Shares of which such Stockholder\nacquires or discovers beneficial ownership, and such Stockholder shall promptly\nnotify Legato upon acquiring or discovering beneficial ownership of any\nadditional securities of the Company.\n\n2. Transfer of Shares.\n   ------------------\n\n   Section 2.1 No Disposition or Encumbrance of Shares. Each Stockholder\n               ---------------------------------------\ncovenants and agrees that, from the date of this Agreement until the Expiration\nDate, such Stockholder will not, directly or indirectly: (i) offer, sell, offer\nto sell, contract to sell, pledge, grant any option to purchase or otherwise\ndispose of or transfer (or permit or announce any offer, sale, offer of sale,\ncontract of sale or grant of any option for the purchase of, or permit or\nannounce any other disposition or transfer of) any of the Shares, or any\ninterest in any of the Shares, to any Person other than Legato; (ii) create or\npermit to exist any encumbrance on or otherwise affecting any of the Shares; or\n(iii) reduce such Stockholder's beneficial ownership of, interest in or risk\nrelating to any of the Shares.\n\n   Section 2.2 Transfer of Voting Rights. Each Stockholder covenants and\n               -------------------------\nagrees that, from the date of this Agreement until the Expiration Date, such\nStockholder will not deposit any of the Shares into a voting trust or grant a\nproxy (other than the Proxy granted in connection herewith) or enter into a\nvoting agreement or similar contract with respect to any of the Shares.\n\n3. Waiver of Appraisal Rights. Each Stockholder hereby irrevocably and\n   --------------------------\nunconditionally waives any rights of appraisal, dissenters' rights or similar\nrights that such Stockholder may have in connection with the Merger. Each\nStockholder shall cause to be irrevocably and\n\n\n                                       2\n\n\n\nunconditionally waived any such rights that any affiliate of such Stockholder\nmay have in connection with the Merger.\n\n4. Representations and Warranties of the Stockholder.\n   -------------------------------------------------\n\n   Section 4.1 Ownership of Shares. Each Stockholder represents and warrants\n               -------------------\nthat such Stockholder (i) is the record and beneficial owner of and has the sole\nright to vote the Shares, which at the date hereof are free and clear of any\nliens, claims, options, charges or other encumbrances and (ii) does not own,\neither beneficially or of record, any shares of capital stock of the Company\nother than the Shares (excluding an aggregate of up to 750,000 shares of Company\nCommon Stock beneficially owned by the Stockholders, as of the date hereof, and\nnot listed on the final pages of this Agreement).\n\n   Section 4.2 No Conflict. The execution and delivery of this Agreement and the\n               -----------\nProxy by Stockholder do not, and the performance of this Agreement and the Proxy\nby Stockholder will not: (i) conflict with or violate any legal requirement,\norder, decree or judgment applicable to Stockholder or by which Stockholder or\nany of Stockholder's properties is bound or affected; or (ii) result in any\nbreach of or constitute a default (with notice or lapse of time, or both) under,\nor give to others any rights of termination, amendment, acceleration or\ncancellation of, or result in the creation of an encumbrance on or otherwise\naffecting any of the Shares pursuant to, any contract to which Stockholder is a\nparty or by which Stockholder or any of Stockholder's properties is bound or\naffected. The execution and delivery of this Agreement and the Proxy by\nStockholder do not, and the performance of his obligations under this Agreement\nand the granting of the Proxy by Stockholder will not, require any consent of\nany Person.\n\n   Section 4.3 Power; Enforceability. Each Stockholder has the legal capacity,\n               ---------------------\npower and authority to enter into and perform all of such Stockholder's\nobligations under this Agreement. Each Stockholder has all requisite power and\ncapacity to execute and deliver this Agreement and the Proxy and to perform his\nobligations hereunder and thereunder. This Agreement and the Proxy have been\nduly executed and delivered by each Stockholder and assuming the due\nauthorization, execution and delivery by Legato, constitute the legal, valid and\nbinding obligations of such Stockholder, enforceable against such Stockholder in\naccordance with their respective terms, subject to (i) laws of general\napplication relating to bankruptcy, insolvency and the relief of debtors, and\n(ii) rules of law governing specific performance, injunctive relief and other\nequitable remedies. There is no beneficiary or holder of a voting trust\ncertificate or other interest of any trust of which such Stockholder is trustee\nwhose consent is required for the execution and delivery of this Agreement or\nthe consummation by such Stockholder of the transactions contemplated hereby.\n\n   Section 4.4 Continuous Warranty. The representations and warranties contained\n               -------------------\nin this Voting Agreement are accurate in all respects as of the date of this\nAgreement, will be accurate in all respects at all times through the Expiration\nDate and will be accurate in all respects as of the date of the consummation of\nthe Merger as if made on that date.\n\n   Section 4.5 No Other Proxy. Each Stockholder represents that any proxies\n               --------------\nheretofore given in respect of the Shares, if any, are not irrevocable, and that\nsuch proxies (other than the Proxy) are hereby revoked.\n\n\n                                       3\n\n\n\n5. Covenants of Stockholder. Each Stockholder hereby covenants and agrees to\n   ------------------------\ncooperate fully with Legato and to execute and deliver any additional documents\nnecessary or desirable and to take such further actions, that in the reasonable\nopinion of Legato may be necessary to carry out the intent of this Agreement.\n\n6. Consent and Waiver. Each Stockholder hereby gives any consents or waivers\n   ------------------\nthat are reasonably required for the consummation of the Merger under the terms\nof (a) any agreements between such Stockholder and the Company or (b) pursuant\nto any other rights such Stockholder may have.\n\n7. Termination. This Agreement and any Proxy granted in connection herewith\n   -----------\nshall terminate and shall have no further force or effect upon the earlier of\n(i) the date of the Effective Time of the Merger and (ii) the date the Merger\nAgreement is terminated in accordance with its terms. Such termination date of\nthis Agreement is referred to herein as the \"Expiration Date.\"\n\n8. No Restraint on Director Action. This Agreement is intended to bind each\n   -------------------------------\nStockholder only with respect to the specific matters set forth herein, and\nshall not prohibit any Stockholder from acting in accordance with his fiduciary\nduties as an officer or director of the Company. Each Stockholder will retain at\nall times the right to vote such Stockholder's Shares, in such Stockholder's\nsole discretion, on all matters other than those set forth in Section 1.1 which\nare at any time or from time to time presented to the Company's stockholders\ngenerally.\n\n9. Miscellaneous.\n   -------------\n\n   Section 9.1 Survival of Representations, Warranties and Agreements. None of\n               ------------------------------------------------------\nthe representations, warranties and agreements made by any Stockholder in this\nAgreement shall survive the Expiration Date; provided, however that the\ntermination of this Agreement shall not relieve any party from any liability for\nany breach of this Agreement.\n\n   Section 9.2 Indemnification. Without in any way limiting any of the rights or\n               ---------------\nremedies otherwise available to Legato, each Stockholder, jointly but not\nseverally, shall hold harmless and indemnify Legato from and against, and shall\ncompensate and reimburse Legato for, any loss, damage, injury, decline in value,\nlost opportunity, liability, exposure, claim, demand, settlement, judgment,\naward, fine, penalty, tax, fee, charge, cost or expense of any nature (whether\nor not relating to a third party claim) which is directly or indirectly suffered\nor incurred at any time by Legato or any of Legato's affiliates or to which\nLegato or any of Legato's affiliates otherwise becomes subject and that arises\nfrom any inaccuracy in or breach of any representation, warranty, covenant or\nobligation of such Stockholder contained in this Agreement. Notwithstanding the\nforegoing, this Section 9.2 shall expire and be null and void with respect to a\nStockholder upon such Stockholder's delivery to Legato of (a) a copy of such\nStockholder's Shares bearing the legends referenced in Section 9.15 hereof,\nwhich legends shall be in form and substance reasonably satisfactory to Legato,\n(b) with respect to Shares held in a street name or a brokerage account,\nacknowledgement from such entity that Legato is entitled to vote such\nStockholder's Shares as provided in this Agreement and the Proxy and (c) such\nother evidence as Legato may reasonably request to demonstrate that Legato has\nperfected its voting rights provided in this Agreement and the Proxy with\nrespect to such Stockholder's Shares.\n\n\n                                       4\n\n\n\n   Section 9.3 Expenses. All costs and expenses incurred in connection with the\n               --------\ntransactions contemplated by this Agreement shall be paid by the party incurring\nsuch costs and expenses; provided however that legal fees incurred by the\nStockholders in connection with this Agreement may be reimbursed by the Company.\n\n   Section 9.4 Severability. If any term, provision, covenant or restriction of\n               ------------\nthis Agreement is held by a court of competent jurisdiction to be invalid, void\nor unenforceable, then the remainder of the terms, provisions, covenants and\nrestrictions of this Agreement shall remain in full force and effect and shall\nin no way be affected, impaired or invalidated.\n\n   Section 9.5 Binding Effect and Assignment. This Agreement and all of the\n               -----------------------------\nprovisions hereof shall be binding upon and inure to the benefit of the parties\nhereto and their respective successors and permitted assigns, but, except as\notherwise specifically provided herein, neither this Agreement nor any of the\nrights, interests or obligations of the parties hereto may be assigned by either\nof the parties hereto without prior written consent of the other party hereto.\nWithout limiting any of the restrictions set forth in Section 2 or elsewhere in\nthis Agreement, this Agreement shall be binding upon any person to whom any\nShares are transferred. Notwithstanding anything contained in this Agreement to\nthe contrary, nothing in this Agreement, express or implied, is intended to\nconfer on any Person, other than Legato and its successors and assigns, any\nrights or remedies of any nature.\n\n   Section 9.6 Amendments and Modification. This Agreement may not be modified,\n               ---------------------------\namended, altered or supplemented except upon the execution and delivery of a\nwritten agreement executed by the parties hereto.\n\n   Section 9.7 Specific Performance; Injunctive Relief. The parties hereto\n               ---------------------------------------\nacknowledge that Legato will be irreparably harmed and that there will be no\nadequate remedy at law for a violation of any of the covenants or agreements of\nthe Stockholders set forth herein. Therefore, it is agreed that, in addition to\nany other remedies that may be available to Legato upon any such violation,\nLegato shall have the right to enforce such covenants and agreements by specific\nperformance, injunctive relief or by any other means available to Legato at law\nor in equity.\n\n   Section 9.8 Notices. All notices, requests, claims, demands and other\n               -------\ncommunications hereunder shall be in writing and sufficient if delivered in\nperson, by cable, telegram, telex or telecopy, or sent by mail (registered or\ncertified mail, postage prepaid, return receipt requested) or overnight courier\n(prepaid) to the respective parties as follows:\n\n\n                                       5\n\n\n\n         If to Legato:           Legato Systems, Inc.\n                                 2350 West El Camino Real\n                                 Mountain View, CA 94040\n                                 Facsimile No.: (650) 965-1310\n                                 Attn: Noah D. Mesel\n\n                                 With a copy (which shall not constitute\n                                 notice) to:\n\n                                 Brobeck, Phleger &amp; Harrison LLP\n                                 One Market, Spear Street Tower\n                                 San Francisco, CA  94105\n                                 Attention:  John W. Larson, Esq.\n                                 Telecopy No.:  415\/442-1010\n\n\n         If to a Stockholder:    To the address for notice set forth on the\n                                 last page hereof.\n\n                                 With a copy (which shall not constitute\n                                 notice) to:\n\n                                 Hale and Dorr LLP\n                                 11951 Freedom Drive, Suite 1400\n                                 Reston, VA 20190\n                                 Attention:  David Sylvester, Esq.\n                                             Donald L. Toker, Jr., Esq.\n                                 Telecopy No.:  (703) 654-7100\n\nor to such other address as any party may have furnished to the other in writing\nin accordance herewith, except that notices of change of address shall only be\neffective upon receipt.\n\n   Section 9.9  Governing Law. This Agreement shall be governed by, and\n                -------------\nconstrued and enforced in accordance with, the internal laws of the State of\nDelaware (without regard to the principles of conflict of laws thereof or of any\nother jurisdiction). The parties hereto hereby submit to the exclusive\njurisdiction of the Delaware Court of Chancery.\n\n   Section 9.10 Entire Agreement. This Agreement contains the entire\n                ----------------\nunderstanding of the parties in respect of the subject matter hereof, and\nsupersedes all prior negotiations and understandings between the parties with\nrespect to such subject matter.\n\n   Section 9.11 Legal Counsel. Each Stockholder acknowledges that such\n                -------------\nStockholder has been advised to, and has had the opportunity to consult with his\nor its personal attorney prior to entering into this Agreement. Each Stockholder\nacknowledges that attorneys for the Company represent the Company and do not\nrepresent any of the stockholders of the Company in connection with the Merger\nAgreement, this Agreement or any of the transactions contemplated hereby or\nthereby.\n\n\n                                       6\n\n\n\n   Section 9.12 Agreement Negotiated. The form of this Agreement has been\n                --------------------\nnegotiated by or on behalf of Legato and the Company, each of which was\nrepresented by attorneys who have carefully negotiated the provisions hereof.\nEach Stockholder acknowledges that he or it has been advised to, and has had the\nopportunity to, consult with his or its personal attorney prior to entering into\nthis Agreement. As a consequence, Legato and the Stockholders do not believe\nthat any laws or rules relating to the interpretation of contracts against the\ndrafter of any particular clause should be applied in this case and therefore\nwaive its effects.\n\n   Section 9.13 Counterparts. This Agreement may be executed in several\n                ------------\ncounterparts, each of which shall be an original, but all of which together\nshall constitute one and the same agreement.\n\n   Section 9.14 Effect of Headings. The Section headings herein are for\n                ------------------\nconvenience only and shall not affect the construction or interpretation of this\nAgreement.\n\n   Section 9.15 Legends. Any stock certificates representing the Shares or the\n                -------\nNew Shares shall be legended at the request of Legato to reflect the voting\nagreement and, if applicable, the irrevocable proxy granted by this Agreement.\n\n\n                                       7\n\n\n\n          IN WITNESS WHEREOF, the parties have caused this Agreement to be duly\nexecuted on the date and year first above written.\n\n               LEGATO\n\n               By: \/s\/ David B. Wright\n                  ------------------------------------------------------\n               Name:    David B. Wright\n                    ----------------------------------------------------\n               Title:  Chairman, Chief Executive Officer and President\n                     ---------------------------------------------------\n\n\n\nSTOCKHOLDERS:                                        NUMBER OF SHARES OF COMMON\n                                                     STOCK HELD OF RECORD\n\n\n\/s\/ Richard A. Kay                                   8,351,600 shares\n----------------------------------\nRichard A. Kay\nc\/o OTG Software, Inc.\n2600 Tower Oaks Boulevard\nRockville, MD 29852\n\n\n\/s\/ Richard A. Kay                                   160,709 shares\n----------------------------------\nRichard A. Kay, as trustee for the\nBrandon Kay November 1999 Grantor Retained Annuity Trust\nc\/o OTG Software, Inc.\n2600 Tower Oaks Boulevard\nRockville, MD 29852\n\n\n\/s\/ Richard A. Kay                                   219,835 shares\n----------------------------------\nRichard A. Kay, as trustee for the\nBrandon Kay June 1999 Grantor Retained Annuity Trust\nc\/o OTG Software, Inc.\n2600 Tower Oaks Boulevard\nRockville, MD 29852\n\n\n                                       8\n\n\n\nSTOCKHOLDERS:                                        NUMBER OF SHARES OF COMMON\n                                                     STOCK HELD OF RECORD\n\n\n\/s\/ Richard A. Kay                                   1,000,000 shares\n------------------------------------------\nRichard A. Kay, as trustee for the\nRichard A. Kay Charitable Remainder Unitrust\nc\/o OTG Software, Inc.\n2600 Tower Oaks Boulevard\nRockville, MD 29852\n\n\nRichard and Rebecca Kay Foundation                   55,000 shares\n\nBy: \/s\/ Richard A. Kay\n   ---------------------------------------\n    Richard A. Kay\n    Title: Trustee\n    c\/o OTG Software, Inc.\n    2600 Tower Oaks Boulevard\n    Rockville, MD 29852\n\n\n                                       9\n\n\n\nSTOCKHOLDERS:                                        NUMBER OF SHARES OF COMMON\n                                                     STOCK HELD OF RECORD\n\n\n\/s\/ Richard A. Kay                                   408,272 shares\n-----------------------------------------\nRichard A. Kay, as trustee for the\nBradley Evan Kay November 1999\nGrantor Retained Annuity Trust\nc\/o OTG Software, Inc.\n2600 Tower Oaks Boulevard\nRockville, MD 29852\n\n\n\/s\/ Richard A. Kay                                   408,272 shares\n-----------------------------------------\nRichard A. Kay, as trustee for the\nAmanda Jean Kay November 1999\nGrantor Retained Annuity Trust\nc\/o OTG Software, Inc.\n2600 Tower Oaks Boulevard\nRockville, MD 29852\n\n\n                                       10\n\n\n\n                                    EXHIBIT A\n\n                                IRREVOCABLE PROXY\n\n          The undersigned stockholder of OTG Software, Inc., a Delaware\ncorporation (the \"Company\"), hereby irrevocably appoints and constitutes Andrew\n                  -------\nJ. Brown and Noah D. Mesel, of Legato Systems, Inc., a Delaware corporation\n(\"Legato\"), and each of them, or any other designee of Legato, as the sole and\n  ------\nexclusive attorneys and proxies of the undersigned, with full power of\nsubstitution and resubstitution, to the full extent of the undersigned's rights\nwith respect to the shares of capital stock of the Company beneficially owned by\nthe undersigned, which shares are listed on the final page of this irrevocable\nproxy (the \"Irrevocable Proxy\") and any and all other shares or securities\n            -----------------\nissued or issuable in respect thereof, or otherwise acquired by the undersigned\non or after the date hereof (collectively, the \"Shares\"), until the earlier of\n                                                ------\n(i) the date of the Effective Time of the Merger and (ii) the date the Merger\nAgreement (as hereinafter defined) is terminated in accordance with its terms,\nsuch termination date being referred to herein as the \"Expiration Date.\" Upon\nthe undersigned's execution of this Irrevocable Proxy, any and all prior proxies\ngiven by the undersigned with respect to any Shares are hereby revoked and the\nundersigned agrees not to grant any subsequent proxies with respect to the\nShares until after the Expiration Date.\n\n          This Irrevocable Proxy is irrevocable (to the fullest extent provided\nby applicable law), is coupled with an interest, is granted pursuant to the\nVoting Agreement, dated as of February 20, 2002, by and between Legato and\ncertain stockholders of the Company (the \"Voting Agreement\"), and is granted in\n                                          ----------------\nconsideration of Legato entering into the Agreement and Plan of Merger, dated as\nof February 20, 2002 (the \"Merger Agreement\"), by and between the Company,\n                           ----------------\nLegato, and Orion Acquisition Sub Corp., a Delaware corporation and a direct\nwholly-owned subsidiary of Legato, and consummating the Merger. Capitalized\nterms used but not otherwise defined in this proxy have the meanings given to\nsuch terms in the Merger Agreement.\n\n          The attorneys and proxies named above, and each of them, are hereby\nauthorized and empowered to by the undersigned at any time prior to the\nExpiration Date to act as the undersigned's attorney and proxy to vote the\nShares and to exercise all voting and other rights of the undersigned with\nrespect to the Shares (including, without limitation, the power to execute and\ndeliver written consents with respect to the Shares pursuant to the Delaware\nGeneral Corporation Law at every annual, special or adjourned meeting of the\nstockholders of the Company, and in every written consent in lieu of such a\nmeeting, or otherwise, (x) in favor of (i) approval of the Merger Agreement and\nthe Merger, (ii) waiving any notice that may have been or may be required\nrelating to any reorganization of the Company, any reclassification or\nrecapitalization of the capital stock of the Company or any sale of assets,\nchange of control, or acquisition of the Company by any other person to the\nextent such transaction is undertaken in connection with the Merger, or any\nconsolidation or merger of the Company with or into any other person, and (iii)\nany matter that could reasonably be expected to facilitate the Merger and (y)\nagainst any matter that could reasonably be expected to hinder, impede or delay\nthe consummation of the Merger.\n\n\n                                       11\n\n\n\n          The attorneys and proxies named above may not exercise this\nIrrevocable Proxy on any other matter except as provided above. The undersigned\nStockholder may vote the Shares on all such other matters.\n\n\n                                       12\n\n\n\n          All authority herein conferred shall survive the death or incapacity\nof the undersigned and any obligation of the undersigned hereunder shall be\nbinding upon the heirs, personal representatives, successors and assigns of the\nundersigned. THIS PROXY IS IRREVOCABLE.\n\n                   Signature of Stockholder:\n                                            ------------------------------------\n                   Print Name of Stockholder:\n                                             -----------------------------------\n                   Shares beneficially owned:\n                                             -----------------------------------\n\n                                       13\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8039,8431],"corporate_contracts_industries":[9513],"corporate_contracts_types":[9629,9633],"class_list":["post-43981","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-legato-systems-inc","corporate_contracts_companies-otg-software-inc","corporate_contracts_industries-technology__software","corporate_contracts_types-securities","corporate_contracts_types-securities__shareholder"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43981","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43981"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43981"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43981"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43981"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}