AGREEMENT AND PLAN OF MERGER by and among LOGAN PARENT, LLC, LOGAN MERGER SUB, INC. and LOGMEIN, INC. Dated as of December 17, 2019Merger Agreement • December 18th, 2019 • LogMeIn, Inc. • Services-prepackaged software • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of December 17, 2019 (this “Agreement”), is made by and among Logan Parent, LLC, a Delaware limited liability company (“Parent”), Logan Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and LogMeIn, Inc., a Delaware corporation (the “Company”). All capitalized terms used in this Agreement shall have the meanings assigned to such terms in Section 8.4 or as otherwise defined elsewhere in this Agreement unless the context clearly indicates otherwise.
Shares LogMeIn, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • November 16th, 2009 • LogMeIn, Inc. • Services-prepackaged software • New York
LogMeIn, Inc., a Delaware corporation (the “Company”), and certain equityholders of the Company named in Schedule 2 attached hereto (the “Selling Stockholders”), propose to sell, severally and not jointly, an aggregate of [•] shares (the “Firm Stock”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”) to the underwriters (the “Underwriters”) named in Schedule 1 attached to this agreement (this “Agreement”). Of the [•] shares of the Firm Stock, [•] are being sold by the Company and [•] by the Selling Stockholders. In addition, the Selling Stockholders propose to grant to the Underwriters an option to purchase up to [•] additional shares of the Common Stock on the terms set forth in Section 3 (the “Option Stock”). The Firm Stock and the Option Stock, if purchased, are hereinafter collectively called the “Stock.” This is to confirm the agreement concerning the purchase of the Stock from the Company and the Selling Stockholders by the Underwriters.
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 24th, 2014 • LogMeIn, Inc. • Services-prepackaged software • Delaware
This Agreement is made as of the 27th day of August, 2014, by and between LogMeIn, Inc., a Delaware corporation (the “Corporation), and Marilyn Matz (the “Indemnitee”), a director of the Corporation.
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. CONNECTIVITY SERVICE AND MARKETING AGREEMENTConnectivity Service and Marketing Agreement • June 26th, 2009 • LogMeIn, Inc. • Services-prepackaged software • Delaware
This CONNECTIVITY SERVICE AND MARKETING AGREEMENT (this “Agreement”) is made as of the 26th day of December, 2007 by and between Intel Corporation (“Intel”) and LogMeIn, Inc. (“LMI”). Intel and LMI may be referred to jointly as the “Parties.”
AMENDED AND RESTATED TAX MATTERS AGREEMENT between Citrix Systems, Inc., on behalf of itself and the members of the Citrix Group and GetGo, Inc., on behalf of itself and the members of the SpinCo Group and LogMeIn, Inc., on behalf of itself and the...Tax Matters Agreement • September 16th, 2016 • LogMeIn, Inc. • Services-prepackaged software • Delaware
This AMENDED AND RESTATED TAX MATTERS AGREEMENT (this “Agreement”) is entered into effective as of July 26, 2016, by and among Citrix Systems, Inc. (“Citrix”), a Delaware corporation, on behalf of itself and the members of the Citrix Group, GetGo, Inc. (“SpinCo”), a Delaware corporation, on behalf of itself and the members of the SpinCo Group, and LogMeIn, Inc. (“RMT Parent”), a Delaware corporation, on behalf of itself and the members of the LogMeIn Group (Citrix, SpinCo, and RMT Parent are sometimes collectively referred to herein as the “Parties” and, as the context requires, individually referred to herein as a “Party”).
LOGMEIN, INC. Restricted Stock Agreement Granted Under 2007 Stock Incentive PlanRestricted Stock Agreement • January 11th, 2008 • LogMeIn, Inc. • Delaware
SEPARATION AND DISTRIBUTION AGREEMENT by and among CITRIX SYSTEMS, INC., GETGO, INC. and LOGMEIN, INC. Dated as of July 26, 2016Separation and Distribution Agreement • July 28th, 2016 • LogMeIn, Inc. • Services-prepackaged software • Delaware
This SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”), dated as of July 26, 2016, is entered into by and among CITRIX SYSTEMS, INC., a Delaware corporation (“Citrix”), GETGO, INC., a Delaware corporation and a wholly owned subsidiary of Citrix (“SpinCo”), and LOGMEIN, INC., a Delaware corporation (“LogMeIn”). “Party” or “Parties” means Citrix, SpinCo or LogMeIn, individually or collectively, as the case may be. Each capitalized term used and not defined herein has the meaning set forth in Section 1.1.
INTELLECTUAL PROPERTY LICENSE AGREEMENT by and among CITRIX SYSTEMS, INC., GETGO, INC. and LOGMEIN, INC. Dated as of January 31, 2017Intellectual Property License Agreement • February 1st, 2017 • LogMeIn, Inc. • Services-prepackaged software • Delaware
LogMeIn, Inc. Boston, Massachusetts 02210Investment Agreement • February 1st, 2017 • LogMeIn, Inc. • Services-prepackaged software • New York
This letter (this “Agreement”) constitutes the agreement between LogMeIn, Inc., a Delaware corporation (the “Company”), Elliott Associates, L.P., a Delaware limited partnership (“Elliott Associates”), Elliott International, L.P., a Cayman Islands limited partnership (“Elliott International”), and Elliott International Capital Advisors Inc., a Delaware corporation (together with Elliott Associates and Elliott International, the “Investors”), with respect to the matters set forth below. Capitalized terms used herein and not otherwise defined have the meanings ascribed to them in paragraph 8 below.
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. LICENSE, ROYALTY AND REFERRAL AGREEMENTLicense, Royalty and Referral Agreement • June 26th, 2009 • LogMeIn, Inc. • Services-prepackaged software • Delaware
This License, Royalty and Referral Agreement (this “Agreement”) is made as of the 8th day of June, 2009 by and between Intel Americas, Inc. (“Intel”) and LogMeIn, Inc. on behalf of itself and its subsidiaries (“LMI”). Intel and LMI may be referred to jointly as the “Parties.” This Agreement is made in connection with the Connectivity Service and Marketing Agreement, dated as of December 26, 2007, by and between LMI and Intel (the “CSM Agreement”).
AMENDED & RESTATED CREDIT AGREEMENT dated as of February 1, 2017 among LOGMEIN, INC., as the Borrower, The Lenders Party Hereto and JPMORGAN CHASE BANK, N.A. as Administrative Agent JPMORGAN CHASE BANK, N.A., as Joint Bookrunner and Joint Lead...Credit Agreement • February 1st, 2017 • LogMeIn, Inc. • Services-prepackaged software • New York
AMENDED & RESTATED CREDIT AGREEMENT (this “Agreement”) dated as of February 1, 2017, among LOGMEIN, INC., a Delaware corporation (“LMI” together with each Additional Borrower (as defined below), each a “Borrower” and, collectively, the “Borrowers”), the LENDERS party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
TRANSITION SERVICES AGREEMENTTransition Services Agreement • February 1st, 2017 • LogMeIn, Inc. • Services-prepackaged software • Delaware
This Transition Services Agreement (this “Agreement”) is effective as of immediately prior to the Distribution Effective Time (the “Effective Date”), by and among Citrix Systems, Inc., a Delaware corporation (“Citrix”), certain members of the Citrix Group indicated on Exhibit A hereto, GetGo, Inc., a Delaware corporation (“SpinCo”), and certain members of the SpinCo Group indicated on Exhibit B hereto. “Party” or “Parties” means Citrix or SpinCo and members of the Citrix Group or SpinCo Group, individually or collectively, as the case may be. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Separation Agreement (as defined below).
Suite 3700 Waltham, Massachusetts 02451 Tel: +1.781.434.6700 Fax: +1.781.434.6601Agreement and Plan of Merger • December 13th, 2016 • LogMeIn, Inc. • Services-prepackaged software
We have acted as special tax counsel to LogMeIn, Inc., a Delaware corporation (“LMI”), in connection with the Agreement and Plan of Merger dated as of July 26, 2016 (as amended as of the date hereof, the “Merger Agreement”), among Citrix Systems, Inc., a Delaware corporation (“Citrix”), GetGo, Inc., a Delaware corporation and wholly-owned subsidiary of Citrix (“GetGo”), LMI and Lithium Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of LMI (“Merger Sub”), pursuant to which Merger Sub will merge with and into GetGo, with GetGo as the surviving corporation. This opinion is being delivered in connection with, and as of the date of the declaration of the effectiveness by the Securities and Exchange Commission (the “Commission”) of, the proxy statement/prospectus-information statement included in the registration statement on Form S-4 filed by LMI with the Commission (the “Registration Statement”). Capitalized terms not defined herein have the meanings specified in the
3AM LABS, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • January 11th, 2008 • LogMeIn, Inc. • Delaware
This Indemnification Agreement (the “Agreement”) made and entered into this December 5, 2005 (the “Effective Date”), by and between 3am Labs, Inc., a Delaware corporation (the “Corporation”), and Woody Benson (the “Indemnitee”).
LOGMEIN, INC. Incentive Stock Option Agreement Granted Under 2007 Stock Incentive PlanIncentive Stock Option Agreement • January 11th, 2008 • LogMeIn, Inc.
LOGMEIN, INC. LEASE FOR 320 SUMMER STREET BOSTON, MASSACHUSETTSLease Agreement • April 26th, 2012 • LogMeIn, Inc. • Services-prepackaged software • Massachusetts
This instrument is an indenture of lease by and between LINCOLN SUMMER STREET VENTURE, LLC, a Delaware limited liability company (“Landlord”), and LOGMEIN, INC., a Delaware corporation (“Tenant”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG LOGMEIN USA, INC., JAZZ MERGER SUB, INC., JIVE COMMUNICATIONS, INC. AND FORTIS ADVISORS LLC, IN ITS CAPACITY AS REPRESENTATIVE FEBRUARY 7, 2018Merger Agreement • April 3rd, 2018 • LogMeIn, Inc. • Services-prepackaged software • Delaware
This Agreement and Plan of Merger (the “Agreement”) is entered into as of February 7, 2018 by and among LogMeIn USA, Inc., a Delaware corporation (“Buyer”), Jazz Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Buyer (“Merger Sub”), Jive Communications, Inc., a Delaware corporation (the “Company”), and Fortis Advisors LLC, a Delaware limited liability company, in its capacity as the representative of the Company Stockholders (the “Representative”). Buyer, Merger Sub, the Company and the Representative are sometimes referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms used but not defined are defined in Article XI.
LOGMEIN, INC. Restricted Stock Unit AgreementRestricted Stock Unit Agreement • June 24th, 2013 • LogMeIn, Inc. • Services-prepackaged software • Delaware
VOTING AGREEMENTVoting Agreement • September 16th, 2016 • LogMeIn, Inc. • Services-prepackaged software • Delaware
THIS VOTING AGREEMENT (“Agreement”), dated as of July 26, 2016, is made by and between Citrix Systems, Inc., a Delaware corporation (“Carbon”), and the undersigned holder (the “Stockholder”) of shares of common stock, par value $0.01 per share, of LogMeIn, Inc., a Delaware corporation (“Parent”).
THIRD AMENDMENT TO LEASELease • July 29th, 2010 • LogMeIn, Inc. • Services-prepackaged software
THIS THIRD AMENDMENT TO LEASE (this “Amendment”) is dated July 1, 2010, and is between ACQUIPORT UNICORN, INC., a Delaware corporation, having an office c/o Cushman & Wakefield of Massachusetts, Inc., 600 Unicorn Park Drive, Woburn, MA 01801 (“Landlord”); and LogMeIn, Inc., a Delaware corporation, having an address of 500 Unicorn Park Drive, Woburn, MA 01801 (“Tenant”).
LOGMEIN, INC. Nonstatutory Stock Option Agreement Granted Under 2009 Stock Incentive PlanNonstatutory Stock Option Agreement • June 16th, 2009 • LogMeIn, Inc. • Services-prepackaged software
AGREEMENT AND PLAN OF MERGER among CITRIX SYSTEMS, INC., GETGO, INC., LOGMEIN, INC. and LITHIUM MERGER SUB, INC. Dated as of July 26, 2016Merger Agreement • July 28th, 2016 • LogMeIn, Inc. • Services-prepackaged software • Delaware
STOCK PURCHASE AGREEMENT BY AND AMONG LOGMEIN, INC., MARVASOL, INC. (d/b/a LASTPASS) THE STOCKHOLDERS OF MARVASOL, INC. AND JOSEPH SIEGRIST IN HIS CAPACITY AS STOCKHOLDER REPRESENTATIVE October 8, 2015Stock Purchase Agreement • October 16th, 2015 • LogMeIn, Inc. • Services-prepackaged software • Delaware
This STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of October 8, 2015, by and among LogMeIn, Inc., a Delaware corporation (“Buyer”), Marvasol, Inc., a Delaware corporation (d/b/a LastPass) (the “Company”), the persons set forth on Exhibit A hereto (collectively, the “Stockholders”) and Joseph Siegrist in his capacity as representative of the Stockholders (the “Representative”). Capitalized terms used and not otherwise defined herein have the meanings set forth in ARTICLE XII below.
LOGMEIN, INC. Restricted Stock Unit AgreementRestricted Stock Unit Agreement • July 26th, 2012 • LogMeIn, Inc. • Services-prepackaged software • Delaware
September 30, 2013 Dear Michael:Separation Agreement • October 25th, 2013 • LogMeIn, Inc. • Services-prepackaged software • Massachusetts
In connection with your resignation from LogMeIn, Inc., (the “Company”) on September 30, 2013, you are eligible to receive the separation benefits described in the “Description of Separation Benefits” attached to this letter agreement as Attachment A if you sign and return this letter agreement to Human Resources by October 21, 2013. By signing and returning this letter agreement you will be entering into a binding agreement with the Company and will be agreeing to the terms and conditions set forth in the numbered paragraphs below, including the release of claims set forth in paragraph 3. Therefore, you are advised to consult with an attorney before signing this letter agreement. You may revoke your acceptance of this Agreement for any reason, or no reason at all, within seven (7) calendar days after you have signed it (the “Revocation Period”), by doing so in writing via certified mail, overnight mail, or facsimile. Any such revocation must state that it is a revocation of this Agree
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • December 13th, 2016 • LogMeIn, Inc. • Services-prepackaged software • Delaware
This AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) dated as of December 8, 2016, is made by and among Citrix Systems, Inc., a Delaware corporation (“Citrix”), GetGo, Inc., a Delaware corporation and wholly-owned subsidiary of Citrix (“SpinCo”), LogMeIn, Inc., a Delaware corporation (“Parent”), and Lithium Merger Sub, Inc., a Delaware corporation and direct wholly-owned subsidiary of Parent (“Merger Sub”). Capitalized terms used herein and not defined shall have the meanings ascribed to them in the Agreement and Plan of Merger, dated as of July 26, 2016, by and among Citrix, SpinCo, Parent and Merger Sub (the “Agreement”).
SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • January 11th, 2008 • LogMeIn, Inc. • Delaware
THIS SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (the “Agreement”) is made as of December 26, 2007, by and among LogMeIn, Inc., a Delaware corporation (the “Company”), and each of the holders of the Company’s Series A Preferred Stock, Series B Preferred Stock and Series B-1 Preferred Stock listed on Schedule A hereto (each, individually, an “Investor”, and collectively, the “Investors”).
LOGMEIN, INC. LEASE FOR 327-337 SUMMER STREET BOSTON, MASSACHUSETTSLease Agreement • February 20th, 2015 • LogMeIn, Inc. • Services-prepackaged software • Massachusetts
This instrument is an indenture of lease by and between DWF III SYNERGY, LLC, a Delaware limited liability company (“Landlord”), and LOGMEIN, INC., a Delaware corporation (“Tenant”).
LOGMEIN, INC. Form of Restricted Stock Unit Agreement Performance-Based VestingRestricted Stock Unit Agreement • August 20th, 2013 • LogMeIn, Inc. • Services-prepackaged software • Delaware
Executive Employment AgreementExecutive Employment Agreement • February 14th, 2020 • LogMeIn, Inc. • Services-prepackaged software • Massachusetts
This Executive Employment Agreement (this “Agreement”), dated as of ____ __, 2019 (the “Effective Date”), is made by and between LogMeIn USA, Inc., a Delaware corporation (together with any successor thereto, the “Company”) and wholly-owned subsidiary of LogMeIn, Inc. (“Parent”), and [_______________] (“Executive”) (collectively referred to as the “Parties” or individually referred to as a “Party”).
LOGMEIN, INC. Incentive Stock Option Agreement Granted Under 2009 Stock Incentive PlanIncentive Stock Option Agreement • June 16th, 2009 • LogMeIn, Inc. • Services-prepackaged software
BORROWER ACCESSION AGREEMENTBorrower Accession Agreement • August 10th, 2017 • LogMeIn, Inc. • Services-prepackaged software • New York
This BORROWER ACCESSION AGREEMENT dated as of August 10, 2017, among LOGMEIN, INC., a Delaware corporation (“LMI”), LOGMEIN IRELAND HOLDING COMPANY LIMITED, an Irish incorporated limited liability company, (the “New Borrower”), and JPMORGAN CHASE BANK, N.A., as administrative agent (the “Administrative Agent”).
BORROWER ACCESSION AGREEMENTBorrower Accession Agreement • March 23rd, 2018 • LogMeIn, Inc. • Services-prepackaged software • New York
This BORROWER ACCESSION AGREEMENT dated as of March 23, 2018, among LOGMEIN, INC., a Delaware corporation (“LMI”), LOGMEIN USA, INC., a Delaware corporation (the “New Borrower”), and JPMORGAN CHASE BANK, N.A., as administrative agent (the “Administrative Agent”).
LOGMEIN, INC. Nonstatutory Stock Option Agreement Granted Under 2009 Stock Incentive PlanNonstatutory Stock Option Agreement • June 16th, 2009 • LogMeIn, Inc. • Services-prepackaged software
CONSULTING SERVICES AGREEMENTConsulting Services Agreement • July 29th, 2020 • LogMeIn, Inc. • Services-prepackaged software • Massachusetts
THIS CONSULTING SERVICES AGREEMENT (the “Agreement”) is effective as of August 1, 2020 (the “Effective Date”) and is by and between LogMeIn USA, Inc., a Delaware corporation with its principal place of business at 320 Summer Street, Boston MA 02210 (the “Company”), and Edward K. Herdiech (the “Consultant”).
