VOTING AGREEMENT AND IRREVOCABLE PROXYVoting Agreement and Irrevocable Proxy • January 11th, 2010 • Mathstar Inc • Semiconductors & related devices
This Voting Agreement and Irrevocable Proxy (this “Agreement”), is made and entered into as of January 8, 2010, by and between MathStar, Inc., a Delaware corporation (“MathStar”), and the undersigned shareholder or potential shareholder (the “Shareholder”) of Sajan, Inc., a Minnesota corporation (“Sajan”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG MATHSTAR, INC., GARUDA ACQUISITION, LLC, SAJAN, INC., AND THOMAS MAGNE, SOLELY IN HIS CAPACITY AS AGENT FOR THE HOLDERS OF COMMON STOCK OF SAJAN, INC.Merger Agreement • January 11th, 2010 • Mathstar Inc • Semiconductors & related devices • Delaware
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of January 8, 2010 (the “Agreement Date”), by and among MathStar, Inc., a Delaware corporation (the “Acquiror”); Garuda Acquisition, LLC, a Delaware limited liability company and wholly-owned subsidiary of the Acquiror (the “Sub”); Sajan, Inc., a Minnesota corporation (the “Company”); and Thomas Magne, solely with respect to Section 8.5, solely in his capacity as agent for the Company Shareholders (the “Company Holders’ Agent”).
JOINDER AGREEMENTJoinder Agreement • January 11th, 2010 • Mathstar Inc • Semiconductors & related devices • Delaware
This Joinder Agreement (this “Agreement”) is executed and delivered by (the “Obligor”), a shareholder [fill in as applicable — ex. executive officer, director, etc.] of Sajan, Inc., a Minnesota corporation (the “Company”), in favor of MathStar, Inc., a Delaware corporation (the “Acquiror”), as of January 8, 2010. The Obligor, intending to be legally bound, agrees as follows:
