EXHIBIT 2.1 SHARE PURCHASE AGREEMENT dated as of the 21st day of October, 2002Share Purchase Agreement • November 14th, 2002 • Quest Software Inc • Services-prepackaged software • Ontario
EXHIBIT 99.2Stock Option Agreement • February 4th, 2000 • Quest Software Inc • Services-prepackaged software • California
1 EXHIBIT 99.1 ACQUISITION AGREEMENT dated as of the 28th day of June, 2000Acquisition Agreement • September 26th, 2000 • Quest Software Inc • Services-prepackaged software • Ontario
1 EXHIBIT 1.1 UNDERWRITING AGREEMENT BancBoston Robertson Stephens Inc. Donaldson, Lufkin & Jenrette Securities Corporation CIBC World Markets Corp. FAC/Equities, a division of First Albany Corporation c/o BancBoston Robertson Stephens Inc. 555...Underwriting Agreement • July 22nd, 1999 • Quest Software Inc • Services-prepackaged software • New York
OFFICE LEASE BETWEENOffice Lease • February 22nd, 2000 • Quest Software Inc • Services-prepackaged software • Illinois
EXHIBIT 10.5 QUEST SOFTWARE, INC. SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 11th, 1999 • Quest Software Inc • California
ANDMerger Agreement • January 21st, 2000 • Quest Software Inc • Services-prepackaged software • California
JOHN ROCHA,Merger Agreement • December 29th, 1999 • Quest Software Inc • Services-prepackaged software • California
Draft of March 1, 2000 UNDERWRITING AGREEMENT March __, 2000 Fleet Boston Robertson Stephens Inc. Chase Securities Inc. Donaldson, Lufkin & Jenrette Securities Corporation CIBC World Markets Corp. SoundView Technology Group, Inc. First Albany...Underwriting Agreement • March 6th, 2000 • Quest Software Inc • Services-prepackaged software • New York
EXHIBIT 99.3Stock Option Assumption Agreement • February 4th, 2000 • Quest Software Inc • Services-prepackaged software
INDEMNITY AGREEMENTIndemnification Agreement • June 14th, 2006 • Quest Software Inc • Services-prepackaged software • California
THIS INDEMNITY AGREEMENT (this “Agreement”) dated as of , 20 , is made by and between Quest Software, Inc., a California corporation (the “Company”), and (“Indemnitee”).
1 EXHIBIT 10.4 INDEMNIFICATION AGREEMENT THIS AGREEMENT (this "Agreement"), is made and entered into as of this _____ day of ______________, 1999, between Quest Software, Inc., a California corporation (the "Corporation"), and ____________________...Indemnification Agreement • June 11th, 1999 • Quest Software Inc • California
INVESTORS' RIGHTS AGREEMENT DATED AS OFInvestors' Rights Agreement • June 11th, 1999 • Quest Software Inc • California
AGREEMENT AND PLAN OF MERGER Dated as of March 8, 2012 among Expedition Holding Company, Inc., Expedition Merger Sub, Inc. and Quest Software, Inc.Merger Agreement • March 9th, 2012 • Quest Software Inc • Services-prepackaged software • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of March 8, 2012 (this “Agreement”), is by and among Expedition Holding Company, Inc., a Delaware corporation (“Parent”), Expedition Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and Quest Software, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are used as defined in Section 8.12.
CREDIT AGREEMENT by and among QUEST SOFTWARE, INC. as Borrower, THE LENDERS THAT ARE SIGNATORIES HERETO as the Lenders, and WELLS FARGO FOOTHILL, LLC as the Arranger and Administrative Agent Dated as of February 17, 2009Credit Agreement • May 11th, 2009 • Quest Software Inc • Services-prepackaged software • California
THIS CREDIT AGREEMENT (this “Agreement”), is entered into as of February 17, 2009, by and among the lenders identified on the signature pages hereof (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), WELLS FARGO FOOTHILL, LLC, a Delaware limited liability company, as the arranger and administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), and QUEST SOFTWARE, INC., a California corporation (“Borrower”).
AGREEMENT AND PLAN OF MERGERMerger Agreement • December 31st, 2007 • Quest Software Inc • Services-prepackaged software • Delaware
THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of June 20, 2007, by and among: QUEST SOFTWARE, INC., a California corporation (“Parent”); QUICKSTEP ACQUISITION CORP., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”); SCRIPTLOGIC CORPORATION, a Delaware corporation (the “Company”); the stockholders of the Company identified on Schedule I (collectively, the “Key Stockholders”); and INSIGHT VENTURE PARTNERS, LLC as the Stockholders’ Representative (the “Stockholders’ Representative”). Certain other capitalized terms used in this Agreement are defined in Exhibit A.
SECURITY AGREEMENTSecurity Agreement • May 11th, 2009 • Quest Software Inc • Services-prepackaged software • California
This SECURITY AGREEMENT (this “Agreement”), dated as of February 17, 2009, among Grantors listed on the signature pages hereof and those additional entities that hereafter become parties hereto by executing the form of Supplement attached hereto as Annex 1 (collectively, the “Grantors” and each, a “Grantor”), and WELLS FARGO FOOTHILL, LLC, a Delaware limited liability company, as arranger and administrative agent for the Lenders (in such capacity, together with its successors and assigns, if any, in such capacity, “Agent”).
BETWEENOffice Space Lease • July 22nd, 1999 • Quest Software Inc • Services-prepackaged software • California
LIMITED GUARANTYLimited Guaranty • June 20th, 2012 • Quest Software Inc • Services-prepackaged software • Delaware
Limited Guaranty, dated as of June 19, 2012 (this “Limited Guaranty”), by Insight Venture Partners VII, L.P., a Cayman Islands limited partnership, Insight Venture Partners (Cayman) VII, L.P., a Cayman Islands limited partnership, Insight Venture Partners VII (Co-Investors), L.P., a Cayman Islands limited partnership, Insight Venture Partners (Delaware) VII, L.P., a Delaware limited partnership and Insight Venture Partners Coinvestment Fund II, L.P. (collectively, the “Insight Guarantors”), Vector Capital IV, L.P. (the “Vector Guarantor”) and Vincent C. Smith, Vincent C. Smith Annuity Trust 2010-1, Vincent C. Smith Annuity Trust 2010-2, Vincent C. Smith Annuity Trust 2011-1 and Teach A Man to Fish Foundation (collectively, the “VS Party Guarantors”, and together with the Insight Guarantors and the Vector Guarantor, the “Guarantors” and each a “Guarantor”) in favor of Quest Software, Inc., a Delaware corporation (the “Guaranteed Party”).
AGREEMENT AND PLAN OF MERGER Dated as of June 30, 2012 among Dell Inc., Diamond Merger Sub Inc. and Quest Software, Inc.Merger Agreement • July 2nd, 2012 • Quest Software Inc • Services-prepackaged software • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of June 30, 2012 (this “Agreement”), is by and among Dell Inc., a Delaware corporation (“Parent”), Diamond Merger Sub Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and Quest Software, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are used as defined in Section 8.12.
DEED OF TRUST, SECURITY AGREEMENT, ASSIGNMENT OF RENTS AND LEASES, AND FIXTURE FILING (CALIFORNIA)Deed of Trust, Security Agreement, Assignment of Rents and Leases, and Fixture Filing • August 7th, 2009 • Quest Software Inc • Services-prepackaged software • California
This Deed of Trust, Security Agreement, Assignment of Rents and Leases, and Fixture Filing (“Deed of Trust”) is made as of August 3, 2009 (“Execution Date”), by and among Quest Software, Inc., a Delaware corporation, as “Trustor”, the successor by merger to Quest Software, Inc., a Delaware corporation, whose mailing address is 5 Polaris Way, Aliso Viejo, CA 92656; (ii) Mutual of Omaha Bank, a federally chartered thrift, as “Beneficiary”, whose mailing address is 4657 MacArthur Court, Suite 1480, Newport Beach, CA 92660; and (iii) Fidelity National Title Company, a California corporation, as “Trustee”, whose mailing address is 1737 North First Street, Suite 100, San Jose, CA 95112.
June 19, 2012 Expedition Holding Company, Inc. c/o Insight Venture Management, LLC New York, New York 10019 Ladies and Gentlemen:Equity Transfer Agreement • June 20th, 2012 • Quest Software Inc • Services-prepackaged software • Delaware
This letter agreement (this “Agreement”) sets forth the commitment of the undersigned (the “Equity Providers”), subject to the terms and conditions contained herein, to transfer, contribute and deliver the number of shares of Company Common Stock described in Section 1 below to Expedition Holding Company, Inc., a Delaware corporation (“Parent”) in exchange for the equity of Parent described in Section 1 below. It is contemplated that, pursuant to an Agreement and Plan of Merger (as amended, restated, supplemented or otherwise modified from time to time, including Amendment No. 1 to the Agreement and Plan of Merger dated June 19, 2012, the “Merger Agreement”), dated as March 8, 2012, by and among Quest Software, Inc. (the “Company”), Parent and Expedition Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), Merger Sub will be merged with and into the Company (the “Merger”), with the Company being the surviving entity of such Merger and a wholl
PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS (Building 4)Purchase Agreement • December 15th, 2004 • Quest Software Inc • Services-prepackaged software • California
THIS PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS (“Agreement”) is entered into as of the Execution Date by and between FEI and Buyer as identified below.
QUEST SOFTWARE, INC. STOCK OPTION AGREEMENTStock Option Agreement • June 2nd, 2008 • Quest Software Inc • Services-prepackaged software • California
THIS STOCK OPTION AGREEMENT (the “Agreement”) is entered into by and between QUEST SOFTWARE, INC., a California corporation (the “Corporation”) and the Optionee identified in the Notice of Grant of Stock Option to which this Agreement is attached (the “Grant Notice”) as of the Grant Date specified in the Grant Notice.
VOTING AGREEMENTVoting Agreement • July 2nd, 2012 • Quest Software Inc • Services-prepackaged software • Delaware
VOTING AGREEMENT, dated as of June 30, 2012 (this “Agreement”), among Quest Software, Inc., a Delaware corporation (the “Company”), Dell Inc., a Delaware corporation (“Parent”) and Vincent Smith (the “Executive”), the Vincent C. Smith Annuity Trust 2010–1, the Vincent C. Smith Annuity Trust 2010–2, the Vincent C. Smith Annuity Trust 2011–1 and the Teach A Man to Fish Foundation (each a “Stockholder” and collectively, the “Stockholders”).
MERGER TERMINATION AGREEMENTMerger Termination Agreement • July 2nd, 2012 • Quest Software Inc • Services-prepackaged software • Delaware
This Merger Termination Agreement (this “Agreement”) is entered into as of June 30, 2012 by and among Expedition Holding Company, Inc., a Delaware corporation (“Parent”), Expedition Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and Quest Software, Inc., a Delaware corporation (“Quest”).
RECITALSStock Option Agreement • February 14th, 2002 • Quest Software Inc • Services-prepackaged software • California
SETTLEMENT AGREEMENTSettlement Agreement • May 10th, 2005 • Quest Software Inc • Services-prepackaged software • Illinois
This Settlement Agreement (this “Agreement”) is entered into as of this 16th day of March 2005 (the “Effective Date”) by and between Computer Associates International, Inc., on the one hand, and Quest Software, Inc., Michael J. Friel (“Friel”), Robert M. Mackowiak (“Mackowiak”), Elizabeth W. Wahlgren (“Wahlgren”), Frank L. Bisotti (“Bisotti”), and Debra A. Jenson (“Jenson”), on the other hand. Quest Software, Friel, Mackowiak, Wahlgren, Bisotti, and Jenson are referred to collectively in this Agreement as the “Defendants.” Computer Associates and Defendants are referred to collectively in this Agreement as the “Parties” and individually as a “Party.”
VOTING AGREEMENTVoting Agreement • March 9th, 2012 • Quest Software Inc • Services-prepackaged software • Delaware
VOTING AGREEMENT, dated as of March 8, 2012 (this “Agreement”), among Quest Software, Inc., a Delaware corporation (the “Company”), and Vincent Smith (the “Executive”), the Vincent C. Smith Annuity Trust 2010-1, the Vincent C. Smith Annuity Trust 2010-2 and the Vincent C. Smith Annuity Trust 2011-1 (each a “Stockholder” and collectively, the “Stockholders”).
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • June 20th, 2012 • Quest Software Inc • Services-prepackaged software • Delaware
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (this “Amendment”), dated as of June 19, 2012 among Expedition Holding Company, Inc., a Delaware corporation (“Parent”), Expedition Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and Quest Software, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used but not defined in this Amendment are used as defined in the Merger Agreement.
AMENDMENT NO. 1 TO VOTING AGREEMENTVoting Agreement • June 20th, 2012 • Quest Software Inc • Services-prepackaged software • Delaware
WHEREAS, certain of the parties hereto have entered into a Voting Agreement dated as of March 8, 2012 (the “Voting Agreement”) in connection with that certain Agreement and Plan of Merger dated as of March 8, 2012 (the “Merger Agreement”) by and among Expedition Holding Company, Inc., a Delaware corporation (“Parent”), Expedition Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and the Company;
AMENDMENT NUMBER THREE TO CREDIT AGREEMENTCredit Agreement • February 23rd, 2011 • Quest Software Inc • Services-prepackaged software • California
This AMENDMENT NUMBER THREE TO CREDIT AGREEMENT, dated as of February 17, 2011 (this “Amendment”), is entered into by and among the lenders identified on the signature pages hereof (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), WELLS FARGO CAPITAL FINANCE, LLC (formerly known as Wells Fargo Foothill, LLC), a Delaware limited liability company, as the arranger and administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), and QUEST SOFTWARE, INC., a Delaware corporation (successor by merger to Quest Software, Inc., a California corporation) (“Borrower”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Credit Agreement (as defined below), which by this reference is incorporated herein.
VOTING AGREEMENTVoting Agreement • June 1st, 2009 • Quest Software Inc • Services-prepackaged software • Delaware
This VOTING AGREEMENT (the “Agreement”), dated as of June 1, 2009 is made by and between Vincent C. Smith and Quest Software, Inc. Capitalized terms shall have the meanings attributed to them in Section 1.1.
FIRST AMENDMENT TO LEASELease • March 31st, 2003 • Quest Software Inc • Services-prepackaged software
AGREEMENT AND PLAN OF MERGERMerger Agreement • November 6th, 2008 • Quest Software Inc • Services-prepackaged software • Delaware
THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of September 11, 2008, by and among: QUEST SOFTWARE, INC., a California corporation (“Parent”); NIMBLE ACQUISITION CORP., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”); NETPRO COMPUTING, INC., a Delaware corporation (the “Company”); and JMI EQUITY FUND IV, L.P. as the Stockholders’ Representative (the “Stockholders’ Representative”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
