Common use of AGREEMENT AS TO CERTAIN EVENTS Clause in Contracts

AGREEMENT AS TO CERTAIN EVENTS. The Shareholder agrees that this Agreement and the obligations hereunder shall attach to the Shareholder's Shares and shall be binding upon any person or entity to which legal or beneficial ownership of such Shares shall pass, whether by operation of law or otherwise, including without limitation the Shareholder's successors or assigns. In the event of any stock split, stock dividend, merger, reorganization, recapitalization or other change in the capital structure of Target affecting the Target Common Stock, or the acquisition of additional shares of Target Common Stock or other voting securities of Target by any Shareholder, the number of Shares subject to the terms of this Agreement shall be adjusted appropriately and this Agreement and the obligations hereunder shall attach to any additional shares of Target Common Stock or other voting securities of Target issued to or acquired by the Shareholder. The Shareholder agrees, subject to the following provisions of this Section 3.4, at the request of Buyer, to exercise, exchange or convert such Shareholder's options, if any, to acquire additional shares of Target Common Stock ("Rights") into Shares of Target Common Stock, so as to constitute After-Acquired Shares under this Agreement. In order to facilitate the exercise at the request of Buyer of any such Right, Buyer shall loan to any requesting Shareholder funds sufficient to allow such Shareholder to exercise the Right. Such loan shall not be interest bearing, shall be due and payable upon the earlier of acquisition by Buyer of the After-Acquired Shares, consummation of the Merger or termination of this Agreement and, at Buyer's option, shall be secured by a pledge of the shares of Target Common Stock acquired upon exercise of such Right. Each Shareholder hereby agrees to promptly notify Buyer in writing of the number of After-Acquired Shares that may be acquired by such Shareholder, if any, after the date hereof. "

AGREEMENT AS TO CERTAIN EVENTS. The Shareholder agrees that this Agreement and the obligations hereunder shall attach to the Shareholder's Shares and shall be binding upon any person or entity to which legal or beneficial ownership of such Shares shall pass, whether by operation of law or otherwise, including without limitation the Shareholder's successors or assigns. In the event of any stock split, stock dividend, merger, reorganization, recapitalization or other change in the capital structure of Target Frontstep affecting the Target Frontstep Common Stock, or the acquisition of additional shares of Target Frontstep Common Stock or other voting securities of Target Frontstep by any Shareholder, the number of Shares subject to the terms of this Agreement shall be adjusted appropriately and this Agreement and the obligations hereunder shall attach to any additional shares of Target Frontstep Common Stock or other voting securities of Target Frontstep issued to or acquired by the Shareholder. The Shareholder agrees, subject to the terms and conditions of the Restructuring Agreement and the following provisions of this Section 3.42.4, at the request of BuyerMAPICS, to exercise, exchange or convert any of such Shareholder's options, if any, options (or other securities convertible into Frontstep Common Stock) to acquire additional shares of Target Frontstep Common Stock ("Rights") into Shares of Target Frontstep Common Stock, so as to constitute After-Acquired Shares under this Agreement; provided, however, that MAPICS shall not require the exercise of any such stock options, at any time when the exercise price of such stock option is more than the then-current market price of shares of Forest Common Stock. Notwithstanding the foregoing, the Shareholder shall have no obligation to exercise the Series A Warrants and the Convertible Notes. In order to facilitate the exercise at the request of Buyer MAPICS of any such Right, Buyer MAPICS shall loan to any requesting Shareholder funds sufficient to allow such Shareholder to exercise the Right. Such loan shall be non-recourse (except with respect to pledged securities), shall not be interest bearing, shall be due and payable upon the earlier of acquisition by Buyer MAPICS of the After-Acquired Shares, consummation of the Merger or termination of this Agreement and, at Buyer's option, shall be secured by a pledge of the shares of Target Common Stock acquired upon exercise of such Right. Each Shareholder hereby agrees to promptly notify Buyer in writing of the number of After-Acquired Shares that may be acquired by such Shareholder, if any, after the date hereof. "Acquired

AGREEMENT AS TO CERTAIN EVENTS. The Shareholder agrees that this Agreement and the obligations hereunder shall attach to the Shareholder's Shares and shall be binding upon any person or entity to which legal or beneficial ownership of such Shares shall pass, whether by operation of law or otherwise, including without limitation the Shareholder's successors or assigns. In the event of any stock split, stock dividend, merger, reorganization, recapitalization or other change in the capital structure of Target Frontstep affecting the Target Frontstep Common Stock, or the acquisition of additional shares of Target Frontstep Common Stock or other voting securities of Target Frontstep by any Shareholder, the number of Shares subject to the terms of this Agreement shall be adjusted appropriately and this Agreement and the obligations hereunder shall attach to any additional shares of Target Frontstep Common Stock or other voting securities of Target Frontstep issued to or acquired by the Shareholder. The Shareholder agrees, subject to the terms and conditions of the Restructuring Agreement and the following provisions of this Section 3.42.4, at the request of BuyerMAPICS, to exercise, exchange or convert any of such Shareholder's options, if any, options (or other securities convertible into Frontstep Common Stock) to acquire additional shares of Target Frontstep Common Stock ("RightsRIGHTS") into Shares of Target Frontstep Common Stock, so as to constitute After-Acquired Shares under this Agreement; provided, however, that MAPICS shall not require the exercise of any such stock options, at any time when the exercise price of such stock option is more than the then-current market price of shares of Forest Common Stock. Notwithstanding the foregoing, the Shareholder shall have no obligation to exercise the Series A Warrants and the Convertible Notes. In order to facilitate the exercise at the request of Buyer MAPICS of any such Right, Buyer MAPICS shall loan to any requesting Shareholder funds sufficient to allow such Shareholder to exercise the Right. Such loan shall be non-recourse (except with respect to pledged securities), shall not be interest bearing, shall be due and payable upon the earlier of acquisition by Buyer MAPICS of the After-Acquired Shares, consummation of the Merger or termination of this Agreement and, at Buyer's option, and shall be secured by a pledge of the shares of Target Frontstep Common Stock acquired upon exercise of such Right. Each Shareholder hereby agrees to promptly notify Buyer MAPICS in writing of the number of After-Acquired Shares that may be acquired by such Shareholder, if any, after the date hereof. "Acquired

AGREEMENT AS TO CERTAIN EVENTS. The Shareholder agrees that this Agreement and the obligations hereunder shall attach to the Shareholder's ’s Shares and shall be binding upon any person or entity to which legal or beneficial ownership of such Shares shall pass, whether by operation of law or otherwise, including without limitation the Shareholder's ’s successors or assigns. In the event of any stock split, stock dividend, merger, reorganization, recapitalization or other change in the capital structure of Target Frontstep affecting the Target Frontstep Common Stock, or the acquisition of additional shares of Target Frontstep Common Stock or other voting securities of Target Frontstep by any Shareholder, the number of Shares subject to the terms of this Agreement shall be adjusted appropriately and this Agreement and the obligations hereunder shall attach to any additional shares of Target Frontstep Common Stock or other voting securities of Target Frontstep issued to or acquired by the Shareholder. The Shareholder agrees, subject to the terms and conditions of the Restructuring Agreement and the following provisions of this Section 3.42.4, at the request of BuyerMAPICS, to exercise, exchange or convert any of such Shareholder's options, if any, ’s options (or other securities convertible into Frontstep Common Stock) to acquire additional shares of Target Frontstep Common Stock ("“Rights"”) into Shares of Target Frontstep Common Stock, so as to constitute After-Acquired Shares under this Agreement; provided, however, that MAPICS shall not require the exercise of any such stock options, at any time when the exercise price of such stock option is more than the then current market price of shares of Forest Common Stock. Notwithstanding the foregoing, the Shareholder shall have no obligation to exercise the Series A Warrants and the Convertible Notes. In order to facilitate the exercise at the request of Buyer MAPICS of any such Right, Buyer MAPICS shall loan to any requesting Shareholder funds sufficient to allow such Shareholder to exercise the Right. Such loan shall be non-recourse (except with respect to pledged securities), shall not be interest bearing, shall be due and payable upon the earlier of acquisition by Buyer MAPICS of the After-Acquired Shares, consummation of the Merger or termination of this Agreement and, at Buyer's option, and shall be secured by a pledge of the shares of Target Frontstep Common Stock acquired upon exercise of such Right. Each Shareholder hereby agrees to promptly notify Buyer MAPICS in writing of the number of After-Acquired Shares that may be acquired by such Shareholder, if any, after the date hereof. "Acquired