VOTING AGREEMENTVoting Agreement • May 10th, 2012 • Open Text Corp • Services-computer integrated systems design • Delaware
THIS VOTING AGREEMENT (this “Agreement”), dated as of May 1, 2012, is entered into by and among OPEN TEXT CORPORATION, a corporation incorporated pursuant to the laws of Canada (“Parent”), EPIC ACQUISITION SUB INC., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and the Person named under the heading “Stockholder” on the signature page hereto (“Stockholder”). Capitalized terms not defined herein have the meanings given to such terms in the Agreement and Plan of Merger (the “Merger Agreement”) to be entered into substantially in the form provided to Stockholder, by and among Parent, Merger Sub and EasyLink Services International Corporation, a Delaware corporation (the “Company”).
JOINT FILING AGREEMENTJoint Filing Agreement • May 10th, 2012 • Open Text Corp • Services-computer integrated systems design
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby (i) agree to the joint filing with all other Reporting Persons (as such term is defined in the statement on Schedule 13D described below) of a statement on Schedule 13D (including amendments thereto) with respect to the Class A Common Stock, par value $0.01 per share, of EasyLink Services International Corporation and (ii) agree that this Agreement be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.
