EXHIBIT 99.4
Xxxxx 0, 0000
XxxXxxx Data Systems Inc.
0000 Xxxxxxxx Xxxx
Xxxxx, Xxxxxxxxxxxx 00000
Gentlemen:
Reference is made to the Agreement (the "Agreement"), dated as of March
9, 1999, by and between SunGard Data Systems Inc. and Oshap Technology Ltd.
Capitalized terms shall have the meaning assigned to such terms in the
Agreement.
In consideration of S Company's willingness to enter into the
Agreement, the undersigned hereby irrevocably agrees to vote all options to
purchase Company Ordinary Shares held by him in favor of the Arrangement at any
Optionholders Meeting. The undersigned hereby appoints each of Xxxxxxxx X.
Xxxxx, Xxxxxxx X. Xxxxx and SunGard Data Systems Inc., and each of them, the
attorneys and proxies of the undersigned with full power of substitution and
resubstitution to the full extent of the undersigned's rights to vote all
options to purchase Company Ordinary Shares held by him. The attorneys and
proxies named above will be empowered, and may exercise this proxy, at any time
during the period from the date hereof through the Optionholders Meetings,
however called, and at every adjournment or postponement thereof, to (i) appear
at the Optionholders Meetings, or any adjournments or postponements thereof, for
the purpose of establishing a quorum, and (ii) vote or cause to be voted the
options in favor of the Arrangement. The undersigned agrees not to transfer any
such options unless the transferee undertakes in writing to be bound by this
letter agreement. This agreement shall remain in full force and effect unless
and until the Arrangement is consummated or the Agreement is terminated in
accordance with its terms.
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