Common use of Matters for Consideration Clause in Contracts

Matters for Consideration. At the special meeting, LMI stockholders will be asked to vote on the following proposals: • a proposal to approve the issuance of LMI common stock in connection with the Merger, which we refer to as the Share Issuance; • a proposal to adopt an amendment to LMI’s restated certificate of incorporation to increase the authorized number of shares of LMI common stock by an additional 75,000,000 shares, conditioned upon the closing of the Merger, which we refer to as the Charter Amendment; • a proposal to approve an amendment and restatement of LMI’s Amended and Restated 2009 Stock Incentive Plan to increase the number of shares of LMI common stock that may be issued under the plan by an additional 4,500,000 shares and extend the term of the plan to December 5, 2026, conditioned upon the closing of the Merger, which we refer to as the Plan Amendment; and • a proposal to approve the adjournment of the special meeting, if necessary, to solicit additional proxies in the event there are not sufficient votes at the time of the special meeting to approve the Share Issuance, which we refer to as the meeting adjournment proposal. THE LMI BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED THE MERGER AGREEMENT, THE MERGER, THE SHARE ISSUANCE, THE CHARTER AMENDMENT AND THE PLAN AMENDMENT AND UNANIMOUSLY RECOMMENDS THAT LMI STOCKHOLDERS VOTE FOR THE SHARE ISSUANCE, FOR THE CHARTER AMENDMENT AND FOR THE PLAN AMENDMENT. THE LMI BOARD OF DIRECTORS ALSO UNANIMOUSLY RECOMMENDS THAT LMI STOCKHOLDERS VOTE FOR THE MEETING ADJOURNMENT PROPOSAL. The record date for the special meeting is December 9, 2016. Only holders of record of LMI common stock at the close of business on the record date will be entitled to notice of, and to vote at, the special meeting or any adjournment or postponement thereof. As of the record date, approximately 25,552,047 shares of LMI common stock were issued and outstanding and entitled to notice of, and to vote at, the special meeting, and there were approximately 10 holders of record of LMI common stock. Each share of LMI common stock shall entitle the holder to one vote on each of the proposals to be considered at the special meeting. A complete list of stockholders entitled to vote at the special meeting will be open to the examination of stockholders on the special meeting date and for a period of ten days prior to the special meeting, during normal business hours, at the offices of LogMeIn, Inc., ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇. If you are a record holder of LMI common stock on the record date, you may vote your shares of LMI common stock in person at the special meeting or by proxy as described below under “—Voting by Proxy.” The holders of a majority of the issued and outstanding common stock of LMI present either in person or by proxy at the special meeting will constitute a quorum. Proxies received but marked as abstentions will be included in the calculation of the number of shares considered to be present at the special meeting for purposes of determining if a quorum is present. Broker non-votes will not be included in the calculation of the number of shares considered to be present at the special meeting for purposes of determining if a quorum is present. If a quorum is not present or if there are not sufficient votes for the approval of the Share Issuance, LMI expects to, and if reasonably requested by Citrix will, adjourn the LMI special meeting to solicit additional proxies, subject to approval of the meeting adjournment proposal by the affirmative vote of a majority in voting power of the votes cast by the holders of all of the shares of LMI common stock present or represented at the special meeting and voting affirmatively or negatively. At any subsequent reconvening of the LMI special meeting, all proxies will be voted in the same manner as the proxies would have been voted at the original convening of the LMI special meeting, except for any proxies that have been effectively revoked or withdrawn prior to the adjourned meeting.

Matters for Consideration. At the special meeting, LMI stockholders will be asked to vote on the following proposals: • a proposal to approve the issuance of LMI common stock in connection with the Merger, which we refer to as the Share Issuance; • a proposal to adopt an amendment to LMI’s restated certificate of incorporation to increase the authorized number of shares of LMI common stock by an additional 75,000,000 shares, conditioned upon the closing of the Merger, which we refer to as the Charter Amendment; • a proposal to approve an amendment and restatement of LMI’s Amended and Restated 2009 Stock Incentive Plan to increase the number of shares of LMI common stock that may be issued under the plan by an additional 4,500,000 shares and extend the term of the plan to December 5, 2026, conditioned upon the closing of the Merger, which we refer to as the Plan Amendment; and • a proposal to approve the adjournment of the special meeting, if necessary, to solicit additional proxies in the event there are not sufficient votes at the time of the special meeting to approve the Share Issuance, which we refer to as the meeting adjournment proposal. THE LMI BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED THE MERGER AGREEMENT, THE MERGER, THE SHARE ISSUANCE, THE CHARTER AMENDMENT AND THE PLAN AMENDMENT AND UNANIMOUSLY RECOMMENDS THAT LMI STOCKHOLDERS VOTE FOR THE SHARE ISSUANCE, FOR THE CHARTER AMENDMENT AND FOR THE PLAN AMENDMENT. THE LMI BOARD OF DIRECTORS ALSO UNANIMOUSLY RECOMMENDS THAT LMI STOCKHOLDERS VOTE FOR THE MEETING ADJOURNMENT PROPOSAL. Record Date; Voting Information The record date for the special meeting is December 9, 2016. Only holders of record of LMI common stock at the close of business on the record date will be entitled to notice of, and to vote at, the special meeting or any adjournment or postponement thereof. As of the record date, approximately 25,552,047 shares of LMI common stock were issued and outstanding and entitled to notice of, and to vote at, the special meeting, and there were approximately 10 holders of record of LMI common stock. Each share of LMI common stock shall entitle the holder to one vote on each of the proposals to be considered at the special meeting. A complete list of stockholders entitled to vote at the special meeting will be open to the examination of stockholders on the special meeting date and for a period of ten days prior to the special meeting, during normal business hours, at the offices of LogMeIn, Inc., ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇. If you are a record holder of LMI common stock on the record date, you may vote your shares of LMI common stock in person at the special meeting or by proxy as described below under “—Voting by Proxy.” The holders of a majority of the issued and outstanding common stock of LMI present either in person or by proxy at the special meeting will constitute a quorum. Proxies received but marked as abstentions will be included in the calculation of the number of shares considered to be present at the special meeting for purposes of determining if a quorum is present. Broker non-votes will not be included in the calculation of the number of shares considered to be present at the special meeting for purposes of determining if a quorum is present. If a quorum is not present or if there are not sufficient votes for the approval of the Share Issuance, LMI expects to, and if reasonably requested by Citrix will, adjourn the LMI special meeting to solicit additional proxies, subject to approval of the meeting adjournment proposal by the affirmative vote of a majority in voting power of the votes cast by the holders of all of the shares of LMI common stock present or represented at the special meeting and voting affirmatively or negatively. At any subsequent reconvening of the LMI special meeting, all proxies will be voted in the same manner as the proxies would have been voted at the original convening of the LMI special meeting, except for any proxies that have been effectively revoked or withdrawn prior to the adjourned meeting.the