This VOTING AGREEMENT (this Agreement), dated as of February 17, 2020, is entered into by and between Franklin Resources, Inc., a Delaware corporation (Parent), and the individuals and other parties listed on Schedule A hereto (each, a Stockholder, and collectively, the Stockholders).
WHEREAS, the Stockholders beneficially own in the aggregate 3,881,704 shares of the common stock of Legg Mason, Inc., a Maryland corporation (the Company), par value U.S. $0.10 per share (Company Common Stock) (such shares of Company Common Stock, together with any shares of Company Common Stock acquired by each Stockholder after the date hereof being collectively referred to herein as the Shares);
WHEREAS, the Company, Parent and ALPHA SUB, INC., a Maryland corporation and a wholly owned subsidiary of Parent (Merger Sub) have entered into an Agreement and Plan of Merger, dated as of the date hereof (as it may be amended or modified from time to time, the Merger Agreement); and
WHEREAS, each Stockholder has agreed to enter into this Agreement in order to induce Parent to enter into the Merger Agreement and to induce Parent to consummate, and to cause Merger Sub to consummate, the transactions contemplated by the Merger Agreement.
NOW, THEREFORE, in consideration of Parents entering into the Merger Agreement and of the mutual covenants and agreements contained herein and other good and valuable consideration, the adequacy of which is hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:
SECTION 1. Defined Terms. Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings assigned to them in the Merger Agreement.
SECTION 2. Representations and Warranties of Stockholder. Each Stockholder, severally and not jointly, hereby represents and warrants to Parent as follows:
2.1 Title to the Shares. Such Stockholder is the beneficial owner of, and has good and marketable title to, the number of shares of Company Common Stock set forth opposite the name of such Stockholder on Schedule A hereto, which as of the date hereof constitutes all of the shares of Company Common Stock, or any other securities convertible into or exercisable for any shares of Company Common Stock (all collectively being Company Securities) owned beneficially or of record by such Stockholder. Such Stockholder does not have any rights of any nature to acquire any additional Company Securities. Such Stockholder owns all of such shares of Company Common Stock free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, limitations on voting rights, voting trusts or other agreements, arrangements or restrictions with respect to voting, and has not appointed or granted any proxy, which appointment or grant is still effective, with respect to any of such shares of Company Common Stock owned by it, other than any restrictions created by this Agreement, under applicable federal or state securities laws or pursuant to any written policies of the Company with respect to