FORM OF VOTING AGREEMENT
Exhibit 15
FORM OF VOTING AGREEMENT
VOTING AGREEMENT, dated as of January 11, 2009 (this “Agreement”), among Magic Lamp
Corp., a Delaware corporation (“Parent”), Jasmine Merger Corp Ltd, an Israeli company and a
wholly owned subsidiary of Parent (“Merger Sub”), and the undersigned shareholder of
Aladdin Knowledge Systems Ltd. (the “Company”) (the “Shareholder”).
WHEREAS, the Shareholder owns of record and beneficially the number of ordinary shares, par
value NIS 0.01 per share (the “Ordinary Shares”), of the Company as set forth opposite such
Shareholder’s name on Exhibit A hereto (all such Ordinary Shares and any Ordinary Shares of which
ownership of record or the power to vote is hereafter acquired by the Shareholder prior to the
termination of this Agreement being referred to herein as the “Shares”); and
WHEREAS, Parent, Merger Sub and the Company propose to enter into, simultaneously herewith, an
Agreement and Plan of Merger (the “Merger Agreement”; terms used but not defined in this
Agreement shall have the meanings ascribed to them in the Merger Agreement), a draft of which has
been made available to the Shareholder, which provides, upon the terms and subject to the
conditions thereof, for the merger of Merger Sub with and into the Company (the “Merger”);
NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements
contained herein and in the Merger Agreement, and intending to be legally bound hereby, the
Shareholder hereby agrees as follows:
1. Representations of the Shareholder. The Shareholder represents and warrants to
the Parent that:
(a) As of the date hereof, such Shareholder owns of record and beneficially (as such term is
defined in Rule 13d-3 of the Exchange Act) and has good, valid and marketable title to, free and
clear of any Lien, proxy, voting restriction, limitation on disposition, adverse claim of ownership
or use or encumbrance of any kind, other than pursuant to this Agreement, and has the sole power to
vote and full right, power and authority to sell, transfer and deliver, the number of Shares as set
forth opposite such Shareholder’s name on Exhibit A hereto and, except for this Agreement, there
are no options, warrants or other rights, agreements, arrangements or commitments of any character
to which the Shareholder is a party relating to the pledge, disposition or voting of any share
capital of the Company and there are no voting trusts or voting agreements with respect to such
Shares.
(b) As of the date hereof, such Shareholder does not beneficially own any Shares other than
the Shares set forth on Exhibit A and does not have any options, warrants or other rights to
acquire any additional share capital of the Company or any security exercisable for or convertible
or exchangeable into share capital of the Company.
(c) The Shareholder has full power and authority and has taken all actions necessary to
enter into, execute and deliver this Agreement and to perform fully the Shareholder’s obligations
hereunder.
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(d) This Agreement has been duly executed and delivered by such Shareholder and
constitutes the legal, valid and binding obligation of such Shareholder enforceable against such
Shareholder in accordance with its terms.
(e) Other than filings under the Exchange Act and other than such as, if not made,
obtained or given, would not reasonably be expected to prevent or materially delay the performance
by such Shareholder of any of its obligations under this Agreement, no notices, reports or other
filings are required to be made by such Shareholder with, nor are any consents, registrations,
approvals, permits or authorizations required to be obtained by such Shareholder from, any
Governmental Entity or any other Person or entity, in connection with the execution and delivery of
this Agreement by the Shareholder.
(f) The execution, delivery and performance of this Agreement by such Shareholder does
not, and the consummation by such Shareholder of the transactions contemplated hereby will not,
result in a violation or breach of, or constitute (with or without due notice or lapse of time or
both) a default (or give rise to any right of termination, cancellation, modification or
acceleration) (whether after the giving of or the passage of time of both) under any contract,
agreement, arrangement or commitment to which such Shareholder is a party or which is binding on
it, him or her or its, his or her assets and will not result in the creation of any Lien on any of
the assets or properties of such Shareholder (other than the Shares), except for such violations,
breaches, defaults, terminations, cancellations, modifications, accelerations or Liens as would not
reasonably be expected to prevent or materially delay the performance by such Shareholder of any of
its obligations under this Agreement.
2. Grant of Proxy. The Shareholder, by this Agreement, with respect to his, her or
its Shares, hereby grants an irrevocable proxy to Parent (and agrees to execute such documents or
certificates evidencing such proxy as Parent may reasonably request) to vote, at any meeting of the
shareholders of the Company, and in any action by written consent of the shareholders of the
Company, all of its Shares (i) in favor of the approval and adoption of the Merger Agreement and
approval of the Merger and all other transactions contemplated by the Merger Agreement and this
Agreement, (ii) against any action, agreement or transaction (other than the Merger Agreement or
the transactions contemplated thereby) or proposal (including any Acquisition Proposal) that would
result in a breach of any covenant, representation or warranty or any other obligation or agreement
of the Company under the Merger Agreement or that could result in any of the conditions to the
Company’s obligations under the Merger Agreement not being fulfilled, and (iii) in favor of any
other matter necessary to the consummation of the transactions contemplated by the Merger Agreement
and considered and voted upon by the shareholders of the Company. The Shareholder further agrees
to cause its Shares to be voted in accordance with the foregoing. THIS PROXY IS IRREVOCABLE AND
COUPLED WITH AN INTEREST. The Shareholder acknowledges receipt and review of a copy of the Merger
Agreement.
3. Transfer of Shares. The Shareholder agrees that he, she or it shall not,
directly or indirectly, (a) sell, assign, transfer (including by operation of law), lien, pledge,
dispose of or otherwise encumber any of the Shares or otherwise agree to do any of the foregoing,
(b) deposit any Shares into a voting trust or enter into a voting agreement or arrangement or grant
any proxy
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or power of attorney with respect thereto that is inconsistent with this Agreement, (c) enter
into any contract, option or other arrangement or undertaking with respect to the direct or
indirect acquisition or sale, assignment, transfer (including by operation of law) or other
disposition of any Shares or (d) take any action that would make any representation or warranty of
the Shareholder herein untrue or incorrect in any material respect or have the effect of preventing
or disabling the Shareholder from performing his, her or its obligations hereunder.
4. No Solicitation of Transactions. The Shareholder shall not, directly or
indirectly, through any Representative or otherwise, take any action prohibited by Section 7.2 of
the Merger Agreement.
5. Information for Proxy Statement; Disclosure. The Shareholder represents and
warrants to Parent and Merger Sub that none of the information relating to such Shareholder and
his, her or its affiliates provided by or on behalf of such Shareholder or his, her or its
affiliates for inclusion in the Proxy Statement will, at the time the Proxy Statement is filed with
the SEC, the ISA and the TASE or is first published, sent or given to shareholders of the Company,
contain any untrue statement of material fact or omit to state any material fact required to be
stated therein or necessary in order to make the statements therein, in light of the circumstances
under which they were made, not misleading. The Shareholder authorizes and agrees to permit Parent
and Merger Sub to publish and disclose in the Proxy Statement and related filings under the
securities laws such Shareholder’s identity and ownership of Shares and the nature of his, her or
its commitments, arrangements and understandings under this Agreement and any other information
required by applicable law.
6. Shareholder Capacity. If the Shareholder is an officer or director of the
Company, nothing in this Agreement shall be construed as preventing or otherwise affecting any
actions taken by the Shareholder in his or her capacity as an officer or director of the Company or
any of its Subsidiaries or from fulfilling the obligations of such office (including the
performance of obligations required by the fiduciary obligations of such Shareholder acting solely
in his capacity as an officer or director).
7. Termination. The obligations of the Shareholder under this Agreement shall
terminate upon the earliest of (i) the Effective Time and (ii) the termination of the Merger
Agreement pursuant to its terms. Nothing in this Section 6 shall relieve any party of liability
for any breach of this Agreement.
8. Miscellaneous.
(a) Except as otherwise provided herein, all costs and expenses incurred in connection with
this Agreement and the transactions contemplated hereby shall be paid by the party incurring such
cost or expense.
(b) Any notice, request, instruction or other document to be given hereunder by any party to
the others shall be in writing and delivered personally or sent by registered or certified mail,
postage prepaid, or by facsimile to the respective parties at their addresses as specified on the
signature page(s) of this Agreement or to such other addresses as may be designated in writing by
the party to receive such notice as provided above. Any notice, request,
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instruction or other document given as provided above shall be deemed given to the receiving
party upon actual receipt, if delivered personally; three business days after deposit in the mail,
if sent by registered or certified mail; upon confirmation of successful transmission if sent by
facsimile; or on the next business day after deposit with an overnight courier, if sent by an
overnight courier.
(c) The provisions of this Agreement shall be deemed severable and the invalidity or
unenforceability of any provision shall not affect the validity or enforceability of the other
provisions hereof. If any provision of this Agreement, or the application thereof to any person or
any circumstance, is invalid or unenforceable, (a) a suitable and equitable provision shall be
substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and
purpose of such invalid or unenforceable provision and (b) the remainder of this Agreement and the
application of such provision to other persons or circumstances shall not be affected by such
invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity
or enforceability of such provision, or the application thereof, in any other jurisdiction.
(d) This Agreement and the Merger Agreement constitute the entire agreement, and supersede all
other prior agreements, understandings, representations and warranties both written and oral, among
the parties, with respect to the subject matter hereof.
(e) This Agreement shall not be assignable by operation of law or otherwise. Any purported
assignment in violation of this Agreement is void. The foregoing notwithstanding, each of Parent
and Merger Sub may assign its rights and interests (i) to any of its Affiliates of any Affiliates
of Parent’s majority stockholder or (ii) without the Company’s consent, for collateral security
purposes, to any lender providing financing to Parent’s majority stockholder, Parent, Merger Sub or
any of their Affiliates; provided, however, in each case of clauses (i) and (ii),
(A) any such assignment shall not relieve Parent or Merger Sub, as the case may be, of their
respective obligations hereunder, and (B) that Parent or Merger Sub, as the case may be, shall
provide written notice to the Shareholder informing such Shareholder of the identity of the
assignee as a condition for the effectiveness of such assignment.
(f) This Agreement shall be binding upon and inure solely to the benefit of each party hereto,
and nothing in this Agreement, express or implied, is intended to or shall confer upon any other
person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
(g) The parties hereto agree that irreparable damage may occur in the event that any of the
provisions of this Agreement were not performed in accordance with their specific terms or were
otherwise breached. It is accordingly agreed that the parties hereto shall be entitled to seek an
injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the
terms and provisions of this Agreement, this being in addition to any other remedy to which such
party is entitled at law or in equity.
(h) THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED,
CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE
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WITHOUT REGARD TO THE CONFLICT OF LAW PRINCIPLES THEREOF THAT WOULD RESULT IN THE APPLICATION
OF THE LAWS OF ANOTHER JURISDICTION. EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY
LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY.
(i) Each of the parties hereto hereby irrevocably submits to the personal jurisdiction of the
Delaware Court of Chancery or, if subject matter jurisdiction in the such court is not available,
in the United States District Court for the District of Delaware solely in respect of the
interpretation and enforcement of the provisions of this Agreement, and in respect of the
transactions contemplated hereby, and hereby waives, and agrees not to assert, as a defense in any
action, suit or proceeding for the interpretation or enforcement hereof, that it is not subject
thereto or that such action, suit or proceeding may not be brought or is not maintainable in said
courts or that the venue thereof may not be appropriate or that this Agreement may not be enforced
in or by such courts, and each of the parties hereto irrevocably agrees that all claims with
respect to such action or proceeding shall be heard and determined in such court. Each of the
parties hereby consents to and grants any such court jurisdiction over the person of such party
and, to the extent permitted by law, over the subject matter of such dispute and agrees that
mailing of process or other papers in connection with any such action or proceeding in the manner
provided in Section 8(b) or in such other manner as may be permitted by law shall be valid and
sufficient service thereof.
(j) This Agreement may be executed in any number of counterparts, each such counterpart being
deemed to be an original instrument, and all such counterparts shall together constitute the same
agreement.
(k) From time to time, at the request of Parent, in the case of the Shareholder, or at the
request of the Shareholder, in the case of Parent and Merger Sub, and without further
consideration, each party shall execute and deliver or cause to be executed and delivered such
additional documents and instruments and take all such further action as may be reasonably
necessary or desirable to consummate the transactions contemplated by this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above.
| MAGIC LAMP CORP. | ||||
| Title: | ||||
| Address: | ||||
| JASMINE MERGER CORP LTD | ||||
| Title: | ||||
| Address: | ||||
| SHAREHOLDER | ||||
| Address: |
EXHIBIT A
OWNERSHIP OF SHARES
| Number of Shares Owned | ||||
Name of Shareholder
|
Beneficially and of Record | |||
