1 Exhibit 99(c)(5) ESCROW AGREEMENT This Escrow Agreement (the "Escrow Agreement") is entered into as of December 21, 1999 by and among EMC Corporation, a Massachusetts corporation ("Parent"), Eagle Merger Corp., a Delaware corporation and a wholly...Escrow Agreement • December 23rd, 1999 • Eagle Merger Corp • Services-prepackaged software • Delaware
1 Exhibit 99(c)(1) AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • December 23rd, 1999 • Eagle Merger Corp • Services-prepackaged software • Delaware
3 4 of the Merger Agreement and (B) by the Major Shareholder of any of the representations and warranties relating to the Major Shareholder contained in Section 11 of the Stock Tender Agreement. The Major Shareholder shall not be required to indemnify...Indemnification Agreement • December 23rd, 1999 • Eagle Merger Corp • Services-prepackaged software • Delaware
1 Exhibit (c)(4) CONFIDENTIALITY AGREEMENT THIS AGREEMENT ("Agreement") is hereby entered into between Softworks, Inc. and EMC Corporation, as of this date last below written and on the following terms and conditions: WHEREAS, the parties believe that...Confidentiality Agreement • December 23rd, 1999 • Eagle Merger Corp • Services-prepackaged software • Virginia
2 3 "Option Expiration Date" shall mean the date 15 business days after the termination of the Merger Agreement in accordance with Article VII thereof.Stock Tender Agreement • December 23rd, 1999 • Eagle Merger Corp • Services-prepackaged software • Delaware
1 Exhibit 99.(c)(3) STOCKHOLDERS' STOCK TENDER AGREEMENT STOCKHOLDERS' STOCK TENDER AGREEMENT, dated as of December 21, 1999, by and among EMC Corporation, a Massachusetts corporation ("Parent"), Eagle Merger Corp., a Delaware corporation and a...Stockholders' Stock Tender Agreement • December 23rd, 1999 • Eagle Merger Corp • Services-prepackaged software • Delaware
