TENDER AND VOTING AGREEMENTTender and Voting Agreement • November 17th, 2021 • Open Text Corp • Services-computer integrated systems design • Delaware
THIS TENDER AND VOTING AGREEMENT (this “Agreement”), dated as of November 7, 2021, is made by and among Open Text Corporation, a Canadian corporation (“Parent”), Zix Corporation, a Texas corporation (the “Company”), and Zephyr Holdco, LLC, a Delaware limited liability company (the “Stockholder”), an owner of shares of Series A Convertible Preferred Stock, par value $1.00 per share, of the Company (“Company Series A Preferred Stock”). Capitalized terms used herein without definition shall have the respective meanings specified in the Merger Agreement (as defined below).
JOINDER AGREEMENTJoinder Agreement • November 17th, 2021 • Open Text Corp • Services-computer integrated systems design
This Joinder Agreement (this “Joinder”) is made and entered into as of November 8, 2021, by and among Open Text Corporation, a Canadian corporation (“Parent”), Zix Corporation, a Texas corporation (the “Company”) and Zeta Merger Sub Inc., a Texas corporation (“Merger Sub”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Agreement and Plan of Merger, dated as of November 7, 2021, by and among Parent and the Company (the “Merger Agreement”).
JOINDER AGREEMENTJoinder Agreement • November 17th, 2021 • Open Text Corp • Services-computer integrated systems design
This Joinder Agreement (this “Joinder”) is made and entered into as of November 8, 2021, by and among Open Text Corporation, a Canadian corporation (“Parent”), Zeta Merger Sub Inc., a Texas corporation (“Merger Sub”), and each of the Stockholders who are party to the Tender and Voting Agreement (defined below). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Tender and Voting Agreement, dated as of November 7, 2021, by and among Parent and the Stockholders (the “Tender and Voting Agreement”).
TENDER AND VOTING AGREEMENTTender and Voting Agreement • November 17th, 2021 • Open Text Corp • Services-computer integrated systems design • Delaware
THIS TENDER AND VOTING AGREEMENT (this “Agreement”), dated as of November 7, 2021, is made by and among Open Text Corporation, a Canadian corporation (“Parent”), on 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 $0.01 per share, of Zix Corporation, a Texas corporation (the “Company”). Capitalized terms used herein without definition shall have the respective meanings specified in the Merger Agreement (as defined below).
JOINDER AGREEMENTJoinder Agreement • November 17th, 2021 • Open Text Corp • Services-computer integrated systems design
This Joinder Agreement (this “Joinder”) is made and entered into as of November 8, 2021, by and among Open Text Corporation, a Canadian corporation (“Parent”), Zeta Merger Sub Inc., a Texas corporation (“Merger Sub”), Zix Corporation, a Texas corporation (the “Company”) and Zephyr Holdco, LLC, a Delaware limited liability company (“Zephyr”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Tender and Voting Agreement, dated as of November 7, 2021, by and among Parent, the Company and Zephyr (the “Tender and Voting Agreement”).
