Jasmine Holdco LLC Sample Contracts

LIMITED GUARANTEE

Limited Guarantee • January 13th, 2009 • Jasmine Holdco LLC • Services-computer integrated systems design • Delaware

• Contract Type
  Limited Guarantee
• Filed
  January 13th, 2009
• Company
  Jasmine Holdco LLC
• Industry
  Services-computer integrated systems design
• Jurisdiction
  Delaware

Limited Guarantee, dated as of January 11, 2009 (this “Limited Guarantee”), by [ ] (the “Guarantor”), in favor of Aladdin Knowledge Systems Ltd. (the “Guaranteed Party”).

Contract

Jasmine Holdco LLC • January 7th, 2009 • Services-computer integrated systems design

• Company
  Jasmine Holdco LLC
• Filed
  January 7th, 2009
• Industry
  Services-computer integrated systems design

Aladdin Knowledge Systems Ltd. (“Aladdin”) c/o Mr. Jacob (Yanki) Margalit, Chairman of the Board 35 Effal Street Kiryat Arie, Petah Tikva 49511 Israel

FORM OF VOTING AGREEMENT

Form of Voting Agreement • January 13th, 2009 • Jasmine Holdco LLC • Services-computer integrated systems design • Delaware

• Contract Type
  Form of Voting Agreement
• Filed
  January 13th, 2009
• Company
  Jasmine Holdco LLC
• Industry
  Services-computer integrated systems design
• Jurisdiction
  Delaware

VOTING AGREEMENT, dated as of January 11, 2009 (this “Agreement”), among Magic Lamp Corp., a Delaware corporation (“Parent”), Jasmine Merger Corp Ltd, an Israeli company and a wholly owned subsidiary of Parent (“Merger Sub”), and the undersigned shareholder of Aladdin Knowledge Systems Ltd. (the “Company”) (the “Shareholder”).

AGREEMENT AND PLAN OF MERGER Among MAGIC LAMP CORP., JASMINE MERGER CORP LTD and ALADDIN KNOWLEDGE SYSTEMS LTD. Dated as of January 11, 2009

Agreement and Plan of Merger • January 13th, 2009 • Jasmine Holdco LLC • Services-computer integrated systems design • Delaware

• Contract Type
  Agreement and Plan of Merger
• Filed
  January 13th, 2009
• Company
  Jasmine Holdco LLC
• Industry
  Services-computer integrated systems design
• Jurisdiction
  Delaware

AGREEMENT AND PLAN OF MERGER (hereinafter called this “Agreement”), dated as of January 11, 2009, among Aladdin Knowledge Systems Ltd., an Israeli company (the “Company”), Magic Lamp Corp., a Delaware corporation (“Parent”), and Jasmine Merger Corp Ltd, an Israeli company and a wholly-owned subsidiary of Parent (“Merger Sub”).

To: Magic Lamp Corp.

Jasmine Holdco LLC • January 13th, 2009 • Services-computer integrated systems design

• Company
  Jasmine Holdco LLC
• Filed
  January 13th, 2009
• Industry
  Services-computer integrated systems design

Reference is made to the Agreement and Plan of Merger, dated as of the date hereof (as it may be amended from time to time, the “Merger Agreement”), by and among Magic Lamp Corp., a Delaware corporation (“Parent”), Jasmine Merger Corp Ltd, an Israeli company and a wholly-owned subsidiary of Parent (“Merger Sub”) and Aladdin Knowledge Systems Ltd., an Israeli company (the “Company”), pursuant to which Merger Sub will merge with and into the Company, with the Company surviving as a wholly-owned subsidiary of Parent (the “Merger”). Capitalized terms used but not defined herein have the meanings ascribed to them in the Merger Agreement. The parties listed on Schedule A attached hereto are collectively referred to herein as the “Investors.” This letter agreement is being delivered to Parent in connection with the execution of the Merger Agreement by Parent, Merger Sub and the Company.