<PAGE>
EXHIBIT 99.2
VOTING AND TENDER AGREEMENT
This
VOTING AND TENDER AGREEMENT (this "AGREEMENT"), is made and
entered
into as of December 19, 2005, by and among
Progress Software Corporation, a
Massachusetts corporation ("PARENT"), Noble
Acquisition Corp., a Delaware
corporation and a wholly owned subsidiary
of Parent ("MERGER SUB"), and the
undersigned stockholder ("STOCKHOLDER") of
NEON Systems, Inc., a Delaware
corporation (the "COMPANY").
RECITALS
A.
Concurrently with the execution of this Agreement, Parent, Merger
Sub
and the Company are entering into an
Agreement and Plan of Merger (the "MERGER
AGREEMENT") pursuant to which Merger Sub
has agreed to make a tender offer (the
"OFFER") for all outstanding shares of
common stock, par value $0.01 per share,
of the Company ("COMPANY COMMON STOCK") at
a price per share of $6.20, net to
the seller in cash and subject to
adjustment as set forth in the Merger
Agreement (the "OFFER PRICE"), such tender
offer to be followed by the merger of
Merger Sub with and into the Company (the
"MERGER"). Capitalized terms used but
not defined herein shall have the meanings
given to them in the Merger
Agreement.
B.
Stockholder is the record holder of such number of outstanding
shares
of Company Common Stock as is indicated on
the signature pages to this
Agreement.
C. As a
material inducement to enter into the Merger Agreement, Parent
and
Merger Sub desire Stockholder to agree, and
Stockholder is willing to agree, to
vote and tender the Shares (as defined in
Section 1.1 below), and such other
shares of capital stock of the Company over
which Stockholder has voting power,
so as to facilitate consummation of the
Offer and the Merger.
In
consideration of the foregoing and the representations,
warranties,
covenants and agreements set forth in this
Agreement, the parties agree as
follows:
1. Tender and Voting of Shares.
1.1
Shares. The term "SHARES" shall mean all issued and outstanding
shares
of Company Common Stock owned of record and
beneficially owned by Stockholder or
over which Stockholder exercises sole
voting power, in each case, as of the date
of this Agreement. Stockholder agrees that
any shares of capital stock of the
Company that Stockholder purchases or with
respect to which Stockholder
otherwise acquires beneficial ownership or
over which Stockholder exercises sole
voting power after the date of this
Agreement and prior to the termination of
this Agreement pursuant to Section 4 below
shall be subject to the terms and
conditions of this Agreement to the same
extent as if they constituted Shares as
of the date hereof.
1.2
Agreement to Tender Shares. Stockholder hereby covenants and agrees
to
tender and, subject to the satisfaction of
the Minimum Condition, to sell to
Merger Sub, not later than one (1) business
day prior to the initial expiration
date of the Offer, without regard to
any
<PAGE>
extension thereof (the "INITIAL EXPIRATION
DATE"), all the Shares, pursuant to
and in accordance with the Offer and this
Agreement. Stockholder agrees that
Stockholder shall deliver or cause to be
delivered to the depositary for the
Offer, not later than one (1) business day
before the Initial Expiration Date of
the Offer, either a letter of transmittal
together with the certificates for the
Shares, if available, or a "Notice of
Guaranteed Delivery", if the certificates
for the Shares are not available. After
such tender Stockholder shall not
withdraw any such Shares, until this
Agreement is terminated in accordance with
its terms. Stockholder further agrees not
to enter into any agreement or
understanding with any person the effect of
which would be inconsistent with or
violative or any provision contained in
this Section 1.2.
1.3
Agreement to Vote Shares. Stockholder hereby covenants and agrees
that
during the period commencing on the date
hereof and continuing until this
Agreement terminates pursuant to Section 4
hereof, at any meeting (whether
annual or special and whether or not an
adjourned or postponed meeting) of the
stockholders of the Company, however
called, and in any action by written
consent of the stockholders of the Company,
Stockholder shall appear at the
meeting or otherwise cause any and all
Shares to be counted as present thereat
for purposes of establishing a quorum and
vote (or cause to be voted) any and
all Shares: (i) in favor of the approval
and adoption of the Merger Agreement
and the approval of the Merger; and (ii)
against any Acquisition Proposal or
Superior Offer. Stockholder further agrees
not to enter into any agreement or
understanding with any person the effect of
which would be inconsistent with or
violative of any provision contained in
this Section 1.3.
1.4
Irrevocable Proxy. Concurrently with the execution of this
Agreement,
Stockholder agrees to deliver to Parent a
proxy in the form attached hereto as
Exhibit I (the "PROXY"), which shall be
irrevocable, with respect to the Shares,
subject to the other terms of this
Agreement.
1.5
Adjustments Upon Changes in Capitalization. In the event of any
change
in the number of issued and outstanding
shares of Company Common Stock by reason
of any stock split, reverse split, stock
dividend (including any dividend or
distribution of securities convertible into
Company Common Stock), combination,
reorganization, recapitalization or other
like change, conversion or exchange of
shares, or any other change in the
corporate or capital structure of the
Company, the term "SHARES" shall be deemed
to refer to and include the Shares as
well as all such stock dividends and
distributions and any shares into which or
for which any or all of the Shares may be
changed or exchanged.
-2-
<PAGE>
2. Transfer and Other Restrictions.
Stockholder represents, covenants and agrees
that, except for the proxy granted in
Section 1.4 hereof and as contemplated by
this Agreement: (i) Stockholder shall not,
directly or indirectly, during the
period commencing on the date hereof and
continuing until this Agreement
terminates pursuant to Section 4 hereof,
offer for sale or agree to sell,
transfer, tender, assign, pledge,
hypothecate or otherwise dispose of or enter
into any contract, option or other
arrangement or understanding with respect to,
or consent to, the offer for sale, sale,
transfer, tender, pledge,
hypothecation, encumbrance, assignment or
other disposition of, or create any
Encumbrance of any nature whatsoever with
respect to any or all of the Shares or
any interest thereon; (ii) Stockholder
shall not grant any proxy, irrevocable
proxy or power of attorney or deposit any
Shares into a voting trust or enter
into a voting agreement or arrangement with
respect to the voting of Shares
(each a "VOTING PROXY") to any person
except as provided by this Agreement; and
(iii) Stockholder has granted no Voting
Proxy which is currently (or which will
hereafter become) effective with respect to
the Shares, and if any Voting Proxy
has been granted to any person, such Voting
Proxy is hereby revoked.
Notwithstanding the foregoing, Stockholder
may transfer any Shares as a bona
fide gift or gifts, provided that it shall
be a condition to such transfer that
each donee thereof executes and delivers to
Parent (A) an agreement with Parent
and Merger Sub in the form of this
Agreement and (B) an irrevocable proxy in the
form attached hereto as Exhibit I, in each
case with respect to any and all
Shares so transferred.
3. Representations and Warranties of
Stockholder. Stockholder represents and
warrants to Parent and Merger Sub that:
3.1
Authority; Validity. Stockholder has all requisite capacity, power
and
authority to enter into this Agreement and
to consummate the transactions
contemplated hereby, including, without
limitation, to sell, assign, transfer
and deliver to Parent and/or Merger Sub,
pursuant to the terms and subject to
the conditions of this Agreement and the
Merger Agreement, the Shares. The
execution and delivery of this Agreement by
Stockholder and the consummation by
Stockholder of the transactions
contemplated hereby have been duly and validly
authorized by all necessary action on the
part of Stockholder. This Agreement
has been duly executed and delivered by
Stockholder. If this Agreement is being
executed in a representative or fiduciary
capacity with respect to Stockholder,
the person signing this Agreement has full
power and authority to enter into and
perform such Agreement.
3.2
Non-Contravention. The execution, delivery and performance of
this
Agreement does not, and the consummation of
the transactions contemplated hereby
and compliance with the provisions hereof
will not, contravene, conflict with,
or result in any violation of, breach of or
default by (with or without notice
or lapse of time, or both) Stockholder
under, or give rise to a right of
termination, cancellation or acceleration
of any obligation under, or result in
the creation of any Encumbrance upon any of
the properties or assets of
Stockholder under, any provision of (i) any
loan or credit agreement, note,
bond, mortgage, indenture, lease or other
agreement, instrument, permit,
concession, franchise or license applicable
to Stockholder or (ii) any judgment,
order, decree, statute, law, ordinance,
injunction, rule or regulation
applicable to Stockholder or any of
Stockholder's properties or assets, other
than, in the case of cl
