EXHIBIT 2.4
EXECUTION COPY
COMPANY SUPPORT AGREEMENT
This SUPPORT AGREEMENT (this "Agreement"), is entered into as of
July 18, 2003 by and among Business Objects S.A., a societe anonyme organized
under the laws of the Republic of France ("Parent"), Borg Merger Sub I, Inc., a
Delaware corporation and a direct wholly-owned subsidiary of Parent ("Merger Sub
1"), Borg Merger Sub II, Inc., a Delaware corporation and a direct wholly-owned
subsidiary of Parent ("Merger Sub 2"), Borg Merger Sub III, Inc., a Delaware
corporation and a direct wholly-owned subsidiary of Parent ("Merger Sub 3" and,
collectively with Merger Sub 1 and Merger Sub 2, "Merger Subs"), and Seagate
Software (Cayman) Holdings, an exempted company incorporated in the Cayman
Islands with limited liability (together with any successor by deregistration
and domestication, "HoldCo"). Capitalized terms used in this Agreement but not
otherwise defined shall have the meanings ascribed to them in the Merger
Agreement (defined below).
RECITALS
WHEREAS, concurrently with the execution and delivery of this
Agreement, Parent, Merger Subs, HoldCo and Crystal Decisions, Inc., a Delaware
corporation (the "Company"), are entering into an Agreement and Plan of Merger,
dated as of July 18, 2003 (the "Merger Agreement") which provides for a
transaction pursuant to which (1) Merger Sub 1 will merge with and into HoldCo
(the "HoldCo Merger"), (2) immediately following the HoldCo Merger, the
surviving corporation of the HoldCo Merger will merge with and into Merger Sub 2
(the "Second HoldCo Merger", (3) immediately following the Second HoldCo Merger,
Merger Sub 3 will merge with and into the Company (the "Company Merger"), and
(4) immediately following the Company Merger, the surviving corporation of the
Company Merger will merge with and into the surviving corporation of the Second
HoldCo Merger (the "Second Company Merger," and together with the Company
Merger, the "Company Mergers"), all on the terms and subject to the conditions
set forth in the Merger Agreement;
WHEREAS, as of the date hereof, HoldCo beneficially owns (as such
term is defined pursuant to Rule 13d-3(a) promulgated under the Securities
Exchange Act of 1934, as amended), 75,001,000 shares of the Company's common
stock, par value $0.001 per share (the "Company Common Stock"), representing in
excess of 98% of the current voting power of the Company; and
WHEREAS, as a condition and inducement to Parent's and Merger Subs'
willingness to enter into the Merger Agreement, HoldCo is entering into this
Agreement to (i) execute and deliver the written consent of stockholders
attached to this Agreement as Exhibit A (the "Written Consent"), (ii) vote, or
cause to be voted, all shares of Company Common Stock beneficially owned by
HoldCo, whether owned as of or acquired after the date of this Agreement (the
"Subject Shares"), in the manner specified in Section 2 of this Agreement, and
(iii) deliver to Parent the irrevocable proxy with respect to the Subject Shares
attached to this Agreement as Exhibit B (the "Proxy").
NOW, THEREFORE, in consideration of the foregoing and the covenants,
agreements, representations and warranties set forth herein, intending to be
legally bound, the parties agree as follows:
Section 1. Written Consent. HoldCo agrees to execute and deliver the
Written Consent immediately following the execution and delivery of the Merger
Agreement.
Section 2. Voting of Subject Shares. At every meeting of the
Company's stockholders and at every adjournment thereof, and on every action or
approval by written consent of the Company's stockholders, HoldCo agrees to
vote, or cause to be voted, to the extent not voted by Parent as appointed by
the Proxy, all of the Subject Shares:
(a) in favor of the approval and adoption of the Merger
Agreement and the approval of the Company Mergers and the transactions
contemplated by the Merger Agreement;
(b) against approval of any proposal made in opposition to, or
in competition with, the Company Mergers and the transactions contemplated by
the Merger Agreement; and
(c) against any actions (other than those actions that relate
to the Company Mergers and the transactions contemplated by the Merger
Agreement) that are intended to, or could be reasonably expected to, impair the
ability of the Company to consummate the Company Mergers or otherwise impede,
interfere with, delay, postpone, discourage or adversely affect the consummation
of the Company Mergers in accordance with the terms of the Merger Agreement.
HoldCo further agrees not to enter into any agreement or understanding with any
person to vote or give instructions in any manner inconsistent with or violative
of the terms of this Section 2.
Section 3. Irrevocable Proxy. Concurrently with the execution of
this Agreement, HoldCo agrees to deliver the Proxy to Parent, which shall be
irrevocable to the fullest extent permissible by applicable law, with respect to
the Subject Shares. The parties agree that by reason of the Merger Agreement,
the Proxy is a proxy coupled with an interest. At Parent's request, HoldCo will
perform such further acts and execute such further documents as may be required
to vest in Parent or its Representatives the sole power to vote the Subject
Shares during the term of the Proxy in accordance with its terms.
Section 4. Transfer of Subject Shares. Except as otherwise
contemplated by the Merger Agreement or this Agreement, from and after the date
of this Agreement until the termination of this Agreement, HoldCo will not,
directly or indirectly, without the prior written consent of Parent:
2
(a) offer for sale, sell, transfer, tender, pledge, encumber,
assign or otherwise in any way dispose of, or enter into any contract, option or
other agreement (oral or written) with respect to or consent to the offer for
sale, sale, transfer, tender, pledge, encumbrance, assignment or any other
disposition of, any or all of the Subject Shares, or any interest therein;
(b) grant any proxies or powers of attorney, deposit any of
the Subject Shares into a voting trust or enter into a voting agreement with
respect to any of the Subject Shares;
(c) take any action that would reasonably be expected to have
the effect of preventing or disabling HoldCo from performing HoldCo's
obligations under this Agreement or making any representation or warranty of
HoldCo contained in this Agreement untrue or incorrect; or
(d) enter into any agreement or arrangement providing for any
of the actions described in clause (a), (b) or (c) above.
For the avoidance of doubt, nothing in this Section 4 shall restrict the ability
of HoldCo to deregister pursuant to Section 226 of the Companies Law (2003
Revision) of the Cayman Islands as an exempted limited liability company
incorporated under the Companies Law (2003 Revision) and be domesticated
pursuant to Section 388 of the Delaware General Corporation Law as a Delaware
corporation, or to change its corporate name to "Seagate Software (Cayman)
Holdings Corporation" in order to comply with Delaware law in connection with
such domestication (collectively, the "Deregistration and Domestication").
Section 5. Representations, Warranties and Covenants. HoldCo hereby
represents and warrants to Parent and Merger Subs as follows:
(a) Ownership. HoldCo is the beneficial owner of the Subject
Shares, and at all times prior to the termination of this Agreement will be, the
beneficial owner of the Subject Shares. The Subject Shares constitute all of the
issued and outstanding shares of Company capital stock owned of record or
beneficially owned by HoldCo. HoldCo has the sole power to agree to all of the
matters set forth in this Agreement, in each case with respect to all of the
Subject Shares, with no limitations, qualifications or restrictions on such
rights, subject to applicable securities laws and the terms of this Agreement.
(b) Power; Binding Agreement. HoldCo has all requisite legal
capacity, power and authority to enter into and perform all of HoldCo's
obligations under this Agreement. This Agreement has been duly and validly
executed and delivered by HoldCo and when duly and validly executed and
delivered by Parent and Merger Subs will constitute a valid and binding
agreement of HoldCo, enforceable against HoldCo in accordance with its terms,
except as such enforceability may be limited by applicable bankruptcy,
insolvency, reorganization or similar laws affecting creditors' rights generally
and by general equitable principles. There is no beneficiary or holder of a
3
voting trust certificate or other interest of any trust of which HoldCo is
trustee whose consent is required for the execution and delivery of this
Agreement or the consummation by HoldCo of the transactions contemplated hereby.
(c) No Conflicts. Except for the Deregistration and
Domestication or as otherwise contemplated by the Merger Agreement, no filing or
registration with, and no permit, authorization, order, filing, registration
consent or approval of, any federal, state, local, municipal, foreign or other
public body or authority is necessary for the execution of this Agreement by
HoldCo and the consummation by HoldCo of the transactions contemplated hereby,
and none of the execution and delivery of this Agreement by HoldCo, the
consummation by HoldCo of the transactions contemplated hereby or compliance by
HoldCo with any of the provisions hereof will (i) conflict with or result in any
breach of any applicable organizational documents applicable to HoldCo, (ii)
result in a violation or breach of, or constitute (with or without notice or
lapse of time or both) a default (or give rise to any third party right of
termination, cancellation, material modification or acceleration) under any of
the terms, conditions or provisions of any note, bond, mortgage, indenture,
license, contract, commitment, arrangement, understanding, agreement or other
instrument or obligation of any kind to which HoldCo is a party or by which
HoldCo or any of HoldCo's properties or assets may be bound, except as could not
reasonably be expected to impair the HoldCo's ability to perform its obligations
hereunder, (iii) require any material consent, authorization or approval of any
Person or Governmental Entity that has not been obtained, or (iv) violate any
order, writ, injunction, decree, judgment, statute, rule or regulation
applicable to HoldCo or any of the Subject Shares.
(d) No Encumbrances. All of the Subject Shares are, and at all
times prior to the termination of this Agreement will be, held by HoldCo free
and clear of any Encumbrances other than any Encumbrances created under this
Agreement, the Proxy or the Merger Agreement.
Section 6. Legends. HoldCo hereby agrees that it shall not transfer
the Subject Shares during the term hereof, if and to the extent permitted
pursuant to Section 4 of this Agreement, without first having a legend affixed
to the certificates representing the Subject Shares stating that they are
subject to this Agreement and the Proxy.
Section 7. Further Assurances. From time to time, at Parent's
reasonable request and without further consideration, HoldCo will perform such
further acts and execute and deliver such additional documents as may be
necessary or desirable to consummate and make effective, in the most expeditious
manner practicable, the transactions contemplated by the Merger Agreement, this
Agreement and the Proxy.
Section 8. Termination. This Agreement will terminate upon the
earlier to occur of (i) the date on which the Merger Agreement is terminated,
(ii) the Company Merger Effective Time, and (iii) the mutual agreement of the
parties hereto in writing to terminate this Agreement. Following termination,
this Agreement will be of no further force and effect except that nothing herein
will relieve any party from liability for any material breach of this Agreement.
4
Section 9. Stock Splits, Dividends, Etc. The "Subject Shares" shall
be deemed to include any Company Common Stock issued as (or issuable upon the
conversion or exercise of any warrant, right, option or other convertible
security which is issued as) a dividend, stock split or other distribution,
recapitalization or reclassification with respect to, or in exchange for, or in
replacement of, such Subject Shares.
Section 10. Miscellaneous.
(a) Amendments. Subject to applicable law, this Agreement may
not be amended except by execution of an instrument in writing signed on behalf
of each of Parent, Merger Subs and HoldCo.
(b) Notices. All notices and other communications hereunder
will be in writing and will be deemed duly given (i) on the date of delivery if
delivered personally, (ii) on the date of confirmation of receipt (or, the first
business day following such receipt if the date is not a business day) of
transmission by telecopy or telefacsimile, or (iii) on the date of confirmation
of receipt (or, the first business day following such receipt if the date is not
a business day) if delivered by a nationally recognized courier service. All
notices hereunder will be delivered as set forth below, or pursuant to such
other instructions as may be designated in writing by the party to receive such
notice:
(i) if to HoldCo, to:
Seagate Software (Cayman) Holdings
c/o Seagate Technology
000 Xxxx Xxxxx
Xxxxxx Xxxxxx, XX 00000
Attention: Xxxx Xxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
with a copy at the same address to the attention of the General Counsel and
Secretary and with a copy to:
Xxxxxxx Xxxxxxx & Xxxxxxxx LLP
0000 Xxxxxxxx Xxxxxx
Xxxx Xxxx, Xxxxxxxxxx 00000
Attention: Xxxxxxx Xxxxxxxxx
Xxxxxxx Xxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
5
(ii) if to Parent or the Merger Subs, to:
Business Objects S.A.
c/o Business Objects Americas, Inc.
0000 Xxxxxxx Xxxxxxx
Xxx Xxxx, XX 00000
Attention: General Counsel
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
with a copy at the same address to the attention of the General Counsel and
Secretary and with a copy to:
Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP
000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxxx Xxxx, Xxxxxxxxxx 00000
Attention: Xxxx X. Xxxxxx
Xxxxxx X. Xxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
(c) Counterparts. This Agreement may be executed in two or
more counterparts, and by facsimile, all of which will be considered one and the
same agreement and will become effective when one or more counterparts have been
signed by each of the parties and delivered to the other party, it being
understood that all parties need not sign the same counterpart.
(d) Entire Agreement; Third Party Beneficiaries. This
Agreement and the documents and instruments and other agreements among the
parties hereto as contemplated by or referred to herein, including the exhibits
hereto, (i) constitute the entire agreement among the parties with respect to
the subject matter hereof and supersede all prior agreements and understandings,
both written and oral, among the parties with respect to the subject matter
hereof, and (ii) are not intended to confer upon any other Person any rights or
remedies hereunder.
(e) Severability. In the event that any provision of this
Agreement or the application thereof, becomes or is declared by a court of
competent jurisdiction to be illegal, void or unenforceable, the remainder of
this Agreement will continue in full force and effect and the application of
such provision to other Persons or circumstances will be interpreted so as
reasonably to effect the intent of the parties hereto. The parties further agree
to replace such void or unenforceable provision of this Agreement with a valid
and enforceable provision that will achieve, to the extent possible, the
economic, business and other purposes of such void or unenforceable provision.
(f) Specific Performance. The parties hereto agree that
irreparable damage would occur in the event that any of the provisions of this
Agreement
6
were not performed in accordance with their specific terms or were otherwise
breached. It is accordingly agreed that the parties will be entitled to seek an
injunction or injunctions to prevent breaches of this Agreement and to enforce
specifically the terms and provisions hereof in any court of the United States
or any state having jurisdiction, this being in addition to any other remedy to
which they are entitled at law or in equity.
(g) Governing Law. This Agreement will be governed by and
construed in accordance with the laws of the State of Delaware, regardless of
the laws that might otherwise govern under applicable principles of conflicts of
law thereof. In addition, each of the parties hereto (i) consents to submit
itself to the personal jurisdiction of any Delaware state court in the event any
dispute arises out of this Agreement or any of the other transactions
contemplated by this Agreement, (ii) agrees that it will not attempt to deny or
defeat such personal jurisdiction by motion or other request for leave from any
such court and (iii) agrees that it will not bring any action relating to this
Agreement or any of the other transactions contemplated by this Agreement in any
court other than a state court sitting in the State of Delaware.
(h) Rules of Construction. The parties hereto agree that they
have been represented by counsel during the negotiation and execution of this
Agreement and, therefore, waive the application of any law, regulation, holding
or rule of construction providing that ambiguities in an agreement or other
document will be construed against the party drafting such agreement or
document.
(i) Assignment. This Agreement may not be assigned by any of
the parties hereto (whether by operation of law or otherwise) without the prior
written consent of the other parties, except that Parent may assign, in its sole
discretion and without the consent of HoldCo, any or all of its rights,
interests and obligations hereunder to any of its direct or indirect
wholly-owned subsidiaries. Subject to the preceding sentence, but without
relieving any party hereto of any obligation hereunder, this Agreement will be
binding upon, inure to the benefit of and be enforceable by the parties and
their respective successors and assigns.
(j) No Waiver; Remedies Cumulative. No failure or delay on the
part of any party hereto in the exercise of any right hereunder will impair such
right or be construed to be a waiver of, or acquiescence in, any breach of any
representation, warranty or agreement herein, nor will any single or partial
exercise of any such right preclude other or further exercise thereof or of any
other right. All rights and remedies existing under this Agreement are
cumulative to, and not exclusive to, and not exclusive of, any rights or
remedies otherwise available.
(k) Waiver of Jury Trial. EACH OF PARENT, HOLDCO AND EACH
MERGER SUB HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION,
PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE)
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF PARENT, HOLDCO OR
EACH MERGER SUB IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT
HEREOF.
7
(l) Expenses. All fees and expenses incurred in connection
with this Agreement and the transactions contemplated hereby will be paid by the
party incurring such expenses whether or not the Company Mergers are
consummated.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
8
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their duly authorized respective officers as of the date first
written above.
BUSINESS OBJECTS S.A
By: /s/ Xxxxxxx Xxxxxxxx
---------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Chairman of the Board
and Chief Executive Officer
BORG MERGER SUB I, INC.
By: /s/ Xxxxxxx Xxxxxxxx
---------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Chief Executive Officer and
President
BORG MERGER SUB II, INC.
By: /s/ Xxxxxxx Xxxxxxxx
---------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Chief Executive Officer and
President
BORG MERGER SUB III, INC.
By: /s/ Xxxxxxx Xxxxxxxx
---------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Chief Executive Officer and
President
[SIGNATURE PAGE TO COMPANY SUPPORT AGREEMENT]
SEAGATE SOFTWARE
(CAYMAN) HOLDINGS
By: /s/ Xxxxxxx X. Xxxxxx
---------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Executive Vice President, General
Counsel and Corporate Secretary
[SIGNATURE PAGE TO COMPANY SUPPORT AGREEMENT]
EXHIBIT A
WRITTEN CONSENT IN LIEU OF A MEETING OF
THE STOCKHOLDERS OF
CRYSTAL DECISIONS, INC.
Seagate Software (Cayman) Holdings ("HoldCo"), a stockholder of
Crystal Decisions, Inc., a Delaware corporation (the "Company"), acting pursuant
to Section 228 of the General Corporation Law of the State of Delaware, does
hereby consent to the adoption, and does hereby adopt, the following resolutions
with the same force and effect as if adopted by a vote at a duly convened
meeting of the stockholders of the Company:
WHEREAS, HoldCo holds of record 75,001,000 shares of Company common
stock, par value $0.001 per share (the "Common Stock"), which is the only class
of capital stock of the Company issued and outstanding;
WHEREAS, the Common Stock held of record by HoldCo represents in
excess of 98% of the voting power of the Company;
WHEREAS, the Company has entered into the Agreement and Plan of
Merger by and among Business Objects S.A., a societe anonyme organized under the
laws of the Republic of France ("Parent"), Borg Merger Sub I, Inc., a Delaware
corporation and a direct wholly-owned subsidiary of Parent ("Merger Sub 1"),
Borg Merger Sub II, Inc., a Delaware corporation and a direct wholly-owned
subsidiary of Parent ("Merger Sub 2"), Borg Merger Sub III, Inc., a Delaware
corporation and a direct wholly-owned subsidiary of Parent ("Merger Sub 3"),
HoldCo and the Company in substantially the form attached hereto as Exhibit A
(the "Merger Agreement") which provides for a transaction pursuant to which (1)
Merger Sub 1 will merge with and into HoldCo (the "HoldCo Merger"), (2)
immediately following the HoldCo Merger, the surviving corporation of the HoldCo
Merger will merge with and into Merger Sub 2 (the "Second HoldCo Merger", (3)
immediately following the Second HoldCo Merger, Merger Sub 3 will merge with and
into the Company (the "Company Merger"), and (4) immediately following the
Company Merger, the surviving corporation of the Company Merger will merge with
and into the surviving corporation of the Second HoldCo Merger (the "Second
Company Merger," and together with the Company Merger, the "Company Mergers"),
all on the terms and subject to the conditions set forth in the Merger
Agreement;
WHEREAS, the board of directors of the Company has recommended that
the stockholders of the Company approve and adopt the Merger Agreement and
approve the Company Mergers; and
WHEREAS, HoldCo has resolved to approve and adopt the Merger
Agreement and to approve the Company Mergers.
A-1
NOW, THEREFORE, BE IT:
RESOLVED, that the Merger Agreement is hereby approved and adopted,
and the Company Mergers are hereby approved, in all respects.
A-2
IN WITNESS WHEREOF, the undersigned has executed this Written
Consent as of the day of July, 2003.
SEAGATE SOFTWARE
(CAYMAN) HOLDINGS
By:
--------------------------
Name:
Title:
A-3
EXHIBIT B
IRREVOCABLE PROXY
Seagate Software (Cayman) Holdings ("HoldCo"), a stockholder of
Crystal Decisions, Inc., a Delaware corporation ("Company"), hereby irrevocably
appoints Xxxxxxx Xxxxxxxx and Xxxx Xxxxx and each of them and any designee
thereof, as the sole and exclusive attorneys and proxies of the undersigned,
with full power of substitution and resubstitution, to the full extent of the
undersigned's rights with respect to the voting of the Subject Shares, as such
term is defined in the Support Agreement entered into concurrently herewith by
and among of Business Objects S.A., a societe anonyme organized under the laws
of the Republic of France ("Parent"), Borg Merger Sub I, Inc., a Delaware
corporation and a direct wholly-owned subsidiary of Parent ("Merger Sub 1"),
Borg Merger Sub II, Inc., a Delaware corporation and a direct wholly-owned
subsidiary of Parent ("Merger Sub 2"), Borg Merger Sub III, Inc., a Delaware
corporation and a direct wholly-owned subsidiary of Parent ("Merger Sub 3" and,
collectively with Merger Sub 1 and Merger Sub 2, "Merger Subs"), and HoldCo (the
"Support Agreement") with respect to the matters set forth below, until the
earlier of (1) the date on which that certain Agreement and Plan of Merger
entered into concurrently herewith, by and among Parent, Merger Subs, HoldCo and
the Company (the "Merger Agreement"), which provides for a transaction pursuant
to which (1) Merger Sub 1 will merge with and into HoldCo (the "HoldCo Merger"),
(2) immediately following the HoldCo Merger, the surviving corporation of the
HoldCo Merger will merge with and into Merger Sub 2 (the "Second HoldCo
Merger"), (3) immediately following the Second HoldCo Merger, Merger Sub 3 will
merge with and into the Company (the "Company Merger"), and (4) immediately
following the Company Merger, the surviving corporation of the Company Merger
will merge with and into the surviving corporation of the Second HoldCo Merger
(the "Second Company Merger," and together with the Company Merger, the "Company
Mergers"), all on the terms and subject to the conditions set forth in the
Merger Agreement, is terminated or (2) the Company Merger Effective Time (as
defined in the Merger Agreement) (such earlier date, the "Termination Date").
Until the Termination Date, this proxy is irrevocable to the extent
permitted under Section 212 of the Delaware General Corporation Law, is coupled
with an interest, is granted pursuant to the Support Agreement, and is granted
in consideration of Parent and Merger Subs entering into the Merger Agreement.
Upon the execution hereof, all prior proxies given by the undersigned with
respect to the Subject Shares are hereby revoked and no subsequent proxies will
be given. The attorneys and proxies named above will be empowered at any time
prior to the Termination Date to vote or cause to be voted all of the Subject
Shares at every meeting of the Company's stockholders and at every adjournment
thereof, and on every action or approval by written consent of the Company's
stockholders:
1. in favor of the approval and adoption of the Merger Agreement and
the approval of the Company Mergers and the transactions contemplated by the
Merger Agreement;
B-1
2. against approval of any proposal made in opposition to, or in
competition with, the Company Mergers and the transactions contemplated by the
Merger Agreement; and
3. against any actions (other than those actions that relate to the
Company Mergers and the transactions contemplated by the Merger Agreement) that
are intended to, or could be reasonably expected to, impair the ability of the
Company to consummate the Company Mergers or otherwise impede, interfere with,
delay, postpone, discourage or adversely affect the consummation of the Company
Mergers in accordance with the terms of the Merger Agreement.
Notwithstanding anything contained in this Proxy, this Proxy shall
terminate when the Support Agreement terminates.
B-2
Any obligation of the undersigned hereunder will be binding upon the successors
and assigns of the undersigned.
Dated: July , 2003
SEAGATE SOFTWARE
(CAYMAN) HOLDINGS
By:
------------------------------
Name:
Title:
**************THIS PROXY IS IRREVOCABLE.*************
B-3
