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EXHIBIT D
IRREVOCABLE PROXY
The undersigned Shareholder of OptiSystems Solutions Ltd., a corporation formed
under the laws of the State of Israel (the "Company"), hereby irrevocably
appoints and constitutes __________________, and each of them, the attorneys and
proxies of the undersigned with full power of substitution and resubstitution to
the full extent of the undersigned's rights with respect to (i) the issued and
outstanding ordinary shares par value NIS 0.05 per share of the Company
("Company Ordinary Shares"), owned of record by the undersigned as of the date
of this proxy, which shares are specified on the final page of this proxy and
(ii) any and all other Company Ordinary Shares, which the undersigned
(individually or jointly) may acquire of record after the date hereof
(collectively, the "Subject Securities"). Upon the execution hereof, all prior
proxies given by the undersigned with respect to any of the Subject Securities,
are hereby revoked, and no subsequent proxies will be given with respect to any
of the subject Securities. This Proxy is irrevocable and is coupled with an
interest.
The attorneys and proxies named above are hereby instructed and authorized to
exercise this proxy during the period from the date hereof through the earlier
of (i) twelve (12) months following the date upon which the Merger Agreement,
dated May 22, 2000 among the Company, BMC Software Inc., a Delaware corporation
and Hansen Acquisition Sub Ltd., an Israeli corporation, (the "Merger
Agreement") is validly terminated and (ii) the date upon which the Merger
becomes effective, (the "Expiration Date"), at the OptiSystems Solutions Ltd.
General Meetings, however called, and at every adjournment or postponement
thereof, or in any written action by consent of shareholders of the Company, to
(a) appear, or cause the holder of record as of the record date for the
OptiSystems Solutions Ltd. General Meeting to appear at the OptiSystems
Solutions Ltd. General Meeting, or any adjournments or postponements thereof,
for the purpose of establishing a quorum, (b) vote or cause to be voted all the
Subject Securities in favor of the Merger and the other related transactions,
the execution and delivery by the Company of the Merger Agreement and the
adoption and approval of the terms thereof and in favor of the transactions and
each of the other actions contemplated by the Merger Agreement and the Merger,
and (c) vote all the Subject Securities against any Acquisition Proposal and any
related transaction or agreement. The term "Acquisition Proposal" shall mean,
other than the Merger, any proposal or inquiry that constitutes, or may
reasonably be expected to lead to an Acquisition Transaction. The term
"Acquisition Transaction" shall mean any acquisition or purchase of a
substantial amount of assets of, or any equity interest in, OptiSystems
Solutions Ltd., or any merger, consolidation, business combination,
amalgamation, recapitalization, liquidation, dissolution, or similar transaction
involving the Company or any of its subsidiaries or any other material corporate
transactions the consummation of which would, or could reasonably be expected
to, impede, interfere with, prevent or materially delay the Merger.
This proxy does not relate to, and the undersigned Shareholder remains entitled
to vote the Subject Securities on, all other matters. This proxy shall be
binding upon the heirs, successors and assigns of the undersigned, including any
transferee of any of the Subject Securities.
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This proxy shall terminate upon the Expiration Date.
Dated: ,
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SHAREHOLDER
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Name:
Number of Company Ordinary Shares owned of
record as of the date of this Proxy
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