AGREEMENT AND PLAN OF MERGER among VERAMARK TECHNOLOGIES, INC., TEM HOLDINGS, INC. and HUBSPOKE HOLDINGS, INC. dated as of June 11, 2013Merger Agreement • June 17th, 2013 • Clearlake Capital Partners Ii Lp • Services-prepackaged software • Delaware
The corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon the stockholders herein are granted subject to this reservation.
Amendment to Mutual Non-Disclosure AgreementMutual Non-Disclosure Agreement • June 17th, 2013 • Clearlake Capital Partners Ii Lp • Services-prepackaged software • Delaware
This Amendment (this “Amendment”) is entered into, as of May 24, 2013, between Veramark Technologies, Inc., for itself and its subsidiaries, affiliates and representatives (the “Company”), and Clearlake Capital Group, L.P., for itself and its subsidiaries, affiliates and representatives (“Participant”) to amend certain provisions to a certain Mutual Non-Disclosure Agreement, dated effective as of May 8, 2013 (“Agreement”). The Parties agree to amend the Agreement as follows:
FORM OF TENDER AND SUPPORT AGREEMENTTender and Support Agreement • June 17th, 2013 • Clearlake Capital Partners Ii Lp • Services-prepackaged software • Delaware
THIS TENDER AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of , 2013 by and between Hubspoke Holdings, Inc., a Delaware corporation (“Parent”), TEM Holdings, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and the undersigned stockholder (“Stockholder”) of Veramark Technologies, Inc., a Delaware corporation (the “Target”).
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1)Joint Filing Agreement • June 25th, 2013 • Clearlake Capital Partners Ii Lp • Services-prepackaged software
This agreement is made pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the “Act”) by and among the parties listed below, each referred to herein as a “Joint Filer.” The Joint Filers agree that a statement of beneficial ownership as required by Section 13(d) of the Act and the Rules thereunder may be filed on each of their behalf on Schedule 13D or Schedule 13G, as appropriate, and that said joint filing may thereafter be amended by further joint filings. The Joint Filers state that they each satisfy the requirements for making a joint filing under Rule 13d-1.
Mutual Non-Disclosure AgreementMutual Non-Disclosure Agreement • June 17th, 2013 • Clearlake Capital Partners Ii Lp • Services-prepackaged software • Delaware
In order to protect certain Confidential Information (as defined below) Veramark Technologies, Inc., for itself and its subsidiaries, affiliates and representatives (the “Company”), and Clearlake Capital Group, L.P., for itself and its subsidiaries, affiliates and representatives (“Participant”), individually referred to as a “Party” and collectively referred to as the “Parties”, agree that:
