VOTING AGREEMENT
THIS VOTING
AGREEMENT
("Agreement") is entered into as of October 2, 2005,
by and between SYNOPSYS, Inc., a Delaware corporation ("Parent"), and
____________________ ("Stockholder").
RECITALS
A. Stockholder is a holder of record and the "beneficial owner"
(within
the meaning of Rule 13d-3 under the
Securities Exchange Act of 1934) of certain
shares of common stock of HPL Technologies,
Inc., a Delaware corporation (the
"Company").
B. Parent, Snap Acquisition, Inc., a Delaware corporation
("Acquisition
Sub"), and the Company are entering into an
Agreement of Merger of even date
herewith (the "Merger Agreement") which
provides (subject to the conditions set
forth therein) for the merger of
Acquisition Sub into the Company (the
"Merger").
C. In the Merger, each outstanding share of common stock of the
Company
is to be converted into the right to
receive $0.30 in cash.
D. Stockholder is entering into this Agreement in order to
induce
Parent to enter into the Merger
Agreement.
AGREEMENT
The parties to this Agreement, intending to be legally bound, agree
as
follows:
SECTION 1. CERTAIN DEFINITIONS
For purposes of this Agreement:
(a) "Company Common Stock" shall mean the
common stock, par value $0.001 per
share, of the Company.
(b) Stockholder shall be deemed to "Own" or
to have acquired "Ownership" of a
security if Stockholder: (i) is the record
owner of such security; or (ii) is
the "beneficial owner" (within the meaning
of Rule 13d-3 under the Securities
Exchange Act of 1934) of such security.
(c) "Person" shall mean any (i) individual,
(ii) corporation, limited liability
company, partnership or other entity, or
(iii) governmental authority.
(d) "Proxy Expiration Date" shall mean the
earlier of (i) the date upon which
the Merger Agreement is terminated, or (ii)
the date upon which the Merger
becomes effective.
(e) "Subject Securities" shall mean: (i)
all securities of the Company
(including all shares of Company Common
Stock and all options, warrants and
other rights to acquire shares of Company
Common Stock) Owned by Stockholder as
of the date of this Agreement; and (ii) all
additional securities of the Company
(including all additional shares of Company
Common Stock and all additional
options, warrants and other rights to
acquire shares of Company Common Stock) of
which Stockholder acquires Ownership during
the period from the date of this
Agreement through the Proxy Expiration
Date.
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(f) "Subject Shares" shall mean: (i) all
shares of Company Common Stock Owned by
Stockholder as of the date of this
Agreement; (ii) all additional shares of
Company Common Stock of which Stockholder
acquires Ownership during the period
from the date of this Agreement through the
Proxy Expiration Date; and (iii) all
securities into which any of the shares of
Company Common Stock described in
clause "(i)" or clause "(ii)" above are
exchanged or converted.
(g) A Person shall be deemed to have a
effected a "Transfer" of a security if
such Person directly or indirectly: (i)
sells, pledges, encumbers, grants an
option with respect to, transfers or
disposes of such security or any interest
in such security to any Person other than
Parent; (ii) enters into an agreement
or commitment contemplating the possible
sale of, pledge of, encumbrance of,
grant of an option with respect to,
transfer of or disposition of such security
or any interest therein to any Person other
than Parent; or (iii) reduces such
Person's beneficial ownership of, interest
in or risk relating to such security.
The exercise of an option to purchase
shares of Company Common Stock is not a
Transfer for purposes of this
Agreement.
(h) Capitalized terms used but not
otherwise defined in this Agreement have the
meanings assigned to such terms in the
Merger Agreement.
SECTION 2. TRANSFER OF SUBJECT SECURITIES AND
VOTING RIGHTS
2.1 Restriction on Transfer of Subject
Securities. Subject to Section 2.3,
during the period from the date of this
Agreement through the Proxy Expiration
Date, Stockholder shall not, directly or
indirectly, cause or permit any
Transfer of any of the Subject Securities
to be effected.
2.2 Restriction on Transfer of Voting
Rights. During the period from the date of
this Agreement through the Proxy Expiration
Date, Stockholder shall ensure that:
(a) none of the Subject Securities is
deposited into a voting trust; and (b) no
proxy is granted, and no voting agreement
or similar agreement is entered into,
with respect to any of the Subject
Securities.
2.3 Permitted Transfers. Section 2.1 shall
not prohibit a transfer of Subject
Securities by Stockholder (a) if
Stockholder is an individual (i) to any member
of Stockholder's immediate family, or to a
trust for the benefit of Stockholder
or any member of Stockholder's immediate
family, or (ii) upon the death of
Stockholder, or (b) if Stockholder is a
partnership or limited liability
company, to one or more partners or members
of Stockholder or to an affiliated
corporation under common control with
Stockholder; provided, however, that a
transfer referred to in this sentence shall
be permitted only if, as a
precondition to such transfer, the
transferee agrees in a writing, reasonably
satisfactory in form and substance to
Parent, to be bound by all of the terms of
this Agreement.
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SECTION 3. VOTING OF SHARES
3.1 Voting Covenant. Stockholder hereby
agrees that, prior to the Proxy
Expiration Date, at any meeting of the
stockholders of the Company, however
called, and in any written action by
consent of stockholders of the Company,
unless otherwise directed in writing by
Parent, Stockholder shall cause the
Subject Securities to be voted:
(a) in favor of the Merger, the execution
and delivery by the Company of the
Merger Agreement and the adoption and
approval of the Merger Agreement and the
terms thereof, in favor of each of the
other actions contemplated by the Merger
Agreement and in favor of any action in
furtherance of any of the foregoing;
(b) against any action or agreement that
would result in a breach of any
representation, warranty, covenant or
obligation of the Company in the Merger
Agreement; and
(c) against the following actions (other
than the Merger and the transactions
contemplated by the Merger Agreement): (A)
any extraordinary corporate
transaction, such as a merger,
consolidation or other business combination
involving the Company or any subsidiary of
the Company; (B) any sale, lease,
sublease, license, sublicense or transfer
of a material portion of the rights or
other assets of the Company or any
subsidiary of the Company; (C) any
reorganization, recapitalization,
dissolution or liquidation of the Company or
any subsidiary of the Company; (D) any
change in a majority of the board of
directors of the Company; (E) any amendment
to the Company's certificate of
incorporation or bylaws; (F) any material
change in the capitalization of the
Company or the Company's corporate
structure; and (G) any other action which is
intended, or would reasonably be expected,
to impede, interfere with, delay,
postpone, discourage or adversely affect
the Merger or any of the other
transactions contemplated by the Merger
Agreement or this Agreement.
Prior to the Proxy Expiration Date,
Stockholder shall not enter into any
agreement or understanding with any Person
to vote or give instructions in any
manner inconsistent with clause "(a)",
clause "(b)" or clause "(c)" of the
preceding sentence.
3.2 PROXY; FURTHER
ASSURANCES.
(a) Contemporaneously with the execution of
this Agreement: (i) Stockholder
shall deliver to Parent a proxy in the form
attached to this Agreement as
Exhibit A, which shall be irrevocable to
the fullest extent permitted by law (at
all times prior to the Proxy Expiration
Date) with respect to the shares
referred to therein (the "Proxy"); and (ii)
Stockholder shall cause to be
delivered to Parent an additional proxy (in
the form attached hereto as Exhibit
A) executed on behalf of the record owner
of any outstanding shares of Company
Common Stock that are owned beneficially
(within the meaning of Rule 13d-3 under
the Securities Exchange Act of 1934), but
not of record, by Stockholder.
(b) Stockholder shall not enter into any
tender, voting or other such agreement,
or grant a proxy or power of attorney, with
respect to the Subject Shares that
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is inconsistent with this Agreement or
otherwise take any other action with
respect to the Subject Shares that would in
any way restrict, limit or interfere
with the performance of Stockholder's
obligations hereunder or the transactions
contemplated hereby.
SECTION 4. WAIVER OF APPRAISAL
RIGHTS
Stockholder hereby irrevocably and unconditionally waives, and
agrees
to cause to be waived and to prevent the
exercise of, any rights of appraisal,
any dissenters' rights and any similar
rights relating to the Merger or any
related transaction that Stockholder or any
other Person may have by virtue of,
or with respect to, any shares of Company
Common Stock Owned by Stockholder.
SECTION 5. REPRESENTATIONS AND WARRANTIES OF
STOCKHOLDER
Stockholder hereby represents and warrants to Parent as
follows:
5.1 Authorization, etc. Stockholder has the
absolute and unrestricted right,
power, authority and capacity to execute
and deliver this Agreement and the
Proxy and to perform Stockholder's
obligations hereunder and thereunder. This
Agreement and the Proxy have been duly
executed and delivered by Stockholder and
constitute legal, valid and binding
obligations of Stockholder, enforceable
against Stockholder in accordance with
their terms, subject to (i) laws of
general application relating to bankruptcy,
insolvency and the relief of
debtors, and (ii) rules of law governing
specific performance, injunctive relief
and other equitable remedies. If
Stockholder is a corporation, then Stockholder
is a corporation duly organized, validly
existing and in good standing under the
laws of the jurisdiction in which it was
organized. If Stockholder is a general
or limited partnership, then Stockholder is
a partnership duly organized,
validly existing and in good standing under
the laws of the jurisdiction in
which it was organized. If Stockholder is a
limited liability company, then
Stockholder is a limited liability company
duly organized, validly existing and
in good standing under the laws of the
jurisdiction in which it was organized.
5.2 No Conflicts or
Consents.
(a) The execution and delivery of this
Agreement and the Proxy by Stockholder do
not, and the performance of this Agreement
and the Proxy by Stockholder will
not: (i) conflict with or violate any law,
rule, regulation, order, decree or
judgment applicable to Stockholder; or (ii)
result in either (A) any breach of
or default under any Contract to which
Stockholder is a party or (B) the
creation of any encumbrance or restriction
on any of the Subject Securities, in
either case, which would prevent
Stockholder from complying with the obligations
set forth in Section 3.1.
(b) The execution and delivery of this
Agreement and the Proxy by Stockholder do
not, and the performance of this Agreement
and the Proxy by Stockholder will
not, require any consent or approval of any
Person. The execution and delivery
of any additional proxy pursuant to Section
3.2(a)(ii) with respect to any
shares of Company Common Stock that are
owned beneficially but not of record by
Stockholder do not, and the performance of
any such additional proxy will not,
require any consent or approval of any
Person.
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5.3 Title to Securities. As of the date of
this Agreement: (a) Stockholder holds
of record (free and clear of any
encumbrances or restrictions) the number of
outstanding shares of Company Common Stock
set forth under the heading "Shares
Held of Record" on the signature page
hereof; (b) Stockholder holds (free and
clear of any encumbrances or restrictions)
the options, warrants and other
rights to acquire shares of Company Common
Stock set forth under the heading
"Options a
