INTELLECTUAL PROPERTY LICENSE AGREEMENT by and among CITRIX SYSTEMS, INC., GETGO, INC. and LOGMEIN, INC. Dated as of [●], 2016Intellectual Property License Agreement • December 13th, 2016 • LogMeIn, Inc. • Services-prepackaged software • Delaware
Suite 3700 Waltham, Massachusetts 02451 Tel: +1.781.434.6700 Fax: +1.781.434.6601Agreement and Plan of Merger • December 13th, 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
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • December 13th, 2016 • LogMeIn, Inc. • Services-prepackaged software • Delaware
This AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) dated as of December 8, 2016, is made by and among Citrix Systems, Inc., a Delaware corporation (“Citrix”), GetGo, Inc., a Delaware corporation and wholly-owned subsidiary of Citrix (“SpinCo”), LogMeIn, Inc., a Delaware corporation (“Parent”), and Lithium Merger Sub, Inc., a Delaware corporation and direct wholly-owned subsidiary of Parent (“Merger Sub”). Capitalized terms used herein and not defined shall have the meanings ascribed to them in the Agreement and Plan of Merger, dated as of July 26, 2016, by and among Citrix, SpinCo, Parent and Merger Sub (the “Agreement”).
