SEPARATION AND DISTRIBUTION AGREEMENT by and among CITRIX SYSTEMS, INC., GETGO, INC. and LOGMEIN, INC. Dated as of July 26, 2016Separation and Distribution Agreement • July 28th, 2016 • Citrix Systems Inc • Services-prepackaged software • Delaware
This SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”), dated as of July 26, 2016, is entered into by and among CITRIX SYSTEMS, INC., a Delaware corporation (“Citrix”), GETGO, INC., a Delaware corporation and a wholly owned subsidiary of Citrix (“SpinCo”), and LOGMEIN, INC., a Delaware corporation (“LogMeIn”). “Party” or “Parties” means Citrix, SpinCo or LogMeIn, individually or collectively, as the case may be. Each capitalized term used and not defined herein has the meaning set forth in Section 1.1.
Citrix Systems, Inc. GetGo, Inc. LogMeIn, Inc. Fort Lauderdale, FL 33309 Fort Lauderdale, FL 33309 Boston, MA 02210Letter Agreement • July 28th, 2016 • Citrix Systems Inc • Services-prepackaged software • New York
This letter agreement (this “Agreement”) among Citrix Systems, Inc., a Delaware corporation (“Citrix”), GetGo, Inc., a Delaware corporation (“SpinCo”), and LogMeIn, Inc., a Delaware corporation (“LogMeIn” and, together with Citrix and SpinCo, the “Companies”), on the one hand, and Elliott Associates, L.P., a Delaware limited partnership (“Elliott Associates”) and Elliott International, L.P., a Cayman Islands limited partnership (“Elliott International” and together with Elliott Associates, the “Investors”), on the other hand (the Investors and the Companies being referred to herein collectively as the “Parties”), is being entered into in connection with the transactions contemplated by that certain Merger Agreement, dated of even date herewith, by and among Citrix, SpinCo, LogMeIn and Lithium Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of LogMeIn (“Acquisition”) (such agreement, the “Merger Agreement”). The Merger Agreement contemplates that Acquisition will me
