LIMITED GUARANTEELimited Guarantee • January 13th, 2009 • Jasmine Holdco LLC • Services-computer integrated systems design • Delaware
Limited Guarantee, dated as of January 11, 2009 (this “Limited Guarantee”), by [ ] (the “Guarantor”), in favor of Aladdin Knowledge Systems Ltd. (the “Guaranteed Party”).
FORM OF VOTING AGREEMENTVoting Agreement • January 13th, 2009 • Jasmine Holdco LLC • Services-computer integrated systems design • Delaware
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”).
AGREEMENT AND PLAN OF MERGER Among MAGIC LAMP CORP., JASMINE MERGER CORP LTD and ALADDIN KNOWLEDGE SYSTEMS LTD. Dated as of January 11, 2009Merger Agreement • January 13th, 2009 • Jasmine Holdco LLC • Services-computer integrated systems design • Delaware
AGREEMENT AND PLAN OF MERGER (hereinafter called this “Agreement”), dated as of January 11, 2009, among Aladdin Knowledge Systems Ltd., an Israeli company (the “Company”), Magic Lamp Corp., a Delaware corporation (“Parent”), and Jasmine Merger Corp Ltd, an Israeli company and a wholly-owned subsidiary of Parent (“Merger Sub”).
To: Magic Lamp Corp.Equity Commitment • January 13th, 2009 • Jasmine Holdco LLC • Services-computer integrated systems design
Reference is made to the Agreement and Plan of Merger, dated as of the date hereof (as it may be amended from time to time, the “Merger Agreement”), by and 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 Aladdin Knowledge Systems Ltd., an Israeli company (the “Company”), pursuant to which Merger Sub will merge with and into the Company, with the Company surviving as a wholly-owned subsidiary of Parent (the “Merger”). Capitalized terms used but not defined herein have the meanings ascribed to them in the Merger Agreement. The parties listed on Schedule A attached hereto are collectively referred to herein as the “Investors.” This letter agreement is being delivered to Parent in connection with the execution of the Merger Agreement by Parent, Merger Sub and the Company.
