Exhibit (d)(4)



 Exhibit (d)(4) 
 



 
  
 November 8, 2014 

Actuate Corporation 
 951 Mariners Island Boulevard 

San Mateo CA 94404 
 Attention: Peter I. Cittadini, President and
Chief Executive Officer 
 Dear Mr. Cittadini: 

This letter agreement (this “Letter Agreement”) sets forth certain understandings between Open Text Corporation
(“Purchaser”) and Actuate Corporation (the “Company”) with respect to discussions between the parties relating to a possible transaction between the Company and Purchaser (the “Transaction”). 

In consideration for the time, effort and expense anticipated to be incurred by Purchaser in connection with pursuing the Transaction, from the
date hereof until 11:59 p.m. New York time on December 5, 2014 (the “Exclusivity Period”, which period shall be automatically extended to December 12, 2014 if Purchaser as of December 5, 2014 is continuing its good
faith efforts to enter into a Transaction) the Company shall not, and shall cause its affiliates, directors, trustees, officers, employees, advisors, attorneys, accountants, consultants, financial advisors and other representatives (each, a
“Representative”) not to, directly or indirectly, (a) initiate, solicit, facilitate or encourage any inquiries, discussions or proposals regarding (including by providing any information to any person or entity for the purpose
of making, evaluating, or determining whether to make or pursue, any inquiries or proposals with respect to), (b) continue, propose, enter into or participate in any way in negotiations or discussions with respect to, or (c) enter into any
letter of intent, agreement in principle, acquisition agreement or other agreement or understanding providing for, any Alternative Transaction (as defined below). The Company will promptly notify Purchaser of, and communicate to Purchaser the terms
of any inquiry, discussion or proposal regarding any Alternative Transaction, including the identity of the relevant third party. The term “Alternative Transaction” means, other than any transaction involving Purchaser, any
(i) direct or indirect acquisition or purchase by any person or entity of the voting securities of, or equity interest in, the Company or any of its subsidiaries, (ii) merger, consolidation, or sale of a material portion of the assets,
recapitalization, liquidation, dissolution or similar transaction involving the Company or any of its subsidiaries or (iii) any other transaction that could reasonably be expected to impede, interfere with, prevent, materially delay or limit
the economic benefit to Purchaser of the Transaction. 
 Purchaser and the Company understand and agree that no contract or agreement
providing for the Transaction shall be deemed to exist, directly or indirectly, between them unless and until a definitive written agreement providing for the Transaction has been executed and delivered by the parties thereto. The parties to this
Letter Agreement also agree that, unless and until a final definitive agreement providing for the Transaction has been executed and delivered, neither of them will be under any legal obligation of any kind whatsoever with respect to such an
Transaction by virtue of this Letter Agreement except for the matters specifically agreed to in this Letter Agreement. 
 The provisions of
this Letter Agreement cannot be amended or waived except with the written consent of both parties hereto, or in the case of a waiver, the written consent of the party against whom such waiver would be sought to be enforced. If any term, provision,
covenant or restriction of this Letter Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Letter Agreement shall remain in full
force and effect and shall in no way be affected, impaired or invalidated. 
 This Letter Agreement, and any dispute arising out of,
relating to or in connection with this Letter Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to the principles of conflict of laws thereof that would require the application
of the law of a different jurisdiction. The parties irrevocably and unconditionally waive any objection to the laying of venue of any action, suit or proceeding arising out of this Letter Agreement in the courts of the State of New York located in
the Borough of Manhattan or in any Federal court located in such borough, and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such action, suit or proceeding brought in any such court
has been brought in an inconvenient forum. 
  







 The Company acknowledges that money damages would be both incalculable and an insufficient remedy
for any breach of this Letter Agreement by the Company and that any such breach would cause Purchaser irreparable harm. Accordingly, the Company agrees that in the event of any breach or threatened breach of this Letter Agreement by the Company,
Purchaser, in addition to any other remedies at law or in equity it may have, shall be entitled to equitable relief, including injunctive relief and specific performance, without the requirement of posting a bond or other security. 

This Letter Agreement is confidential and shall not be disclosed by any party to any person other than its Representatives, in each case on a
confidential basis, except to the extent required by law or regulation following consultation with the other party. 
 This Letter Agreement
may be executed in counterparts (including via facsimile), each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement. 

[SIGNATURE PAGE FOLLOWS]. 
  

 

  
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 If the terms of this Letter Agreement are in accordance with your understandings with Purchaser
please sign and return the enclosed duplicate of this Letter Agreement, whereupon this Letter Agreement shall constitute a binding agreement between us. 
  

			
	Very truly yours,
	
	OPEN TEXT CORPORATION
		
	By:	 	/s/ Mark Barrenechea
	Name:	 	Mark Barrenechea
	Title:	 	Chief Executive Officer


 Accepted and agreed to as of 

the date first above written: 
 ACTUATE CORPORATION 

By: /s/ Thomas McKeever             

Name: Thomas McKeever 
 Title: Senior Vice President, General
Counsel & Corporate Development 

  
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