LogMeIn, Inc. Boston, Massachusetts 02210Investment Agreement • November 18th, 2016 • LogMeIn, Inc. • Services-prepackaged software • New York
This letter (this “Agreement”) constitutes the agreement between LogMeIn, Inc., a Delaware corporation (the “Company”), Elliott Associates, L.P., a Delaware limited partnership (“Elliott Associates”), Elliott International, L.P., a Cayman Islands limited partnership (“Elliott International”), and Elliott International Capital Advisors Inc., a Delaware corporation (together with Elliott Associates and Elliott International, the “Investors”), with respect to the matters set forth below. Capitalized terms used herein and not otherwise defined have the meanings ascribed to them in paragraph 8 below.
Suite 3700 Waltham, Massachusetts 02451 Tel: +1.781.434.6700 Fax: +1.781.434.6601Agreement and Plan of Merger • November 18th, 2016 • LogMeIn, Inc. • Services-prepackaged software
We have acted as special tax counsel to LogMeIn, Inc., a Delaware corporation (“LMI”), in connection with the Agreement and Plan of Merger dated as of July 26, 2016 (as amended as of the date hereof, the “Merger Agreement”), among Citrix Systems, Inc., a Delaware corporation (“Citrix”), GetGo, Inc., a Delaware corporation and wholly-owned subsidiary of Citrix (“GetGo”), LMI and Lithium Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of LMI (“Merger Sub”), pursuant to which Merger Sub will merge with and into GetGo, with GetGo as the surviving corporation. This opinion is being delivered in connection with, and as of the date of the declaration of the effectiveness by the Securities and Exchange Commission (the “Commission”) of, the proxy statement/prospectus-information statement included in the registration statement on Form S-4 filed by LMI with the Commission (the “Registration Statement”). Capitalized terms not defined herein have the meanings specified in the
