TENDER AND VOTING AGREEMENTTender and Voting Agreement • August 4th, 2017 • Open Text Corp • Services-computer integrated systems design • Delaware
THIS TENDER AND VOTING AGREEMENT (this “Agreement”), dated as of July 25, 2017, is made by and among Open Text Corporation, a Canadian corporation (“Parent”), Galileo Acquisition Sub Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Purchaser”) one the one hand, and each stockholder listed on Annex I (each, a “Stockholder” and collectively, the “Stockholders”) on the other, each an owner of shares (the “Shares”) of common stock, par value $0.001 per share, of Guidance Software, Inc., a Delaware corporation (the “Company”). Capitalized terms used herein without definition shall have the respective meanings specified in the Merger Agreement (as defined below).
Open Text Corporation Toronto, ON M6J 2L3 Attention: Gordon Davies, Executive Vice President, Chief Legal Officer and Corporate Secretary Re: Confidentiality Agreement Ladies and Gentlemen:Open Text Corp • August 4th, 2017 • Services-computer integrated systems design • New York
In connection with the consideration by Open Text Corporation (“you”) of a possible negotiated business combination with (a “Possible Transaction”) Guidance Software, Inc. and/or its subsidiaries or divisions (collectively, with such subsidiaries and divisions, the “Company”), the Company is prepared to make available to you and your Representatives (as hereinafter defined) certain information concerning the business, financial condition, operations, assets and liabilities of the Company. As a condition to such information being furnished to you and your Representatives, you will, and you will cause your Representatives to, treat the Evaluation Material (as hereinafter defined) in accordance with the provisions of this letter agreement and take or abstain from taking certain other actions as set forth herein. The term “affiliates” has the meaning given to it under the Securities Exchange Act of 1934, as amended (the “1934 Act”). The term “Representatives” (a) with respect to you, shall
