EXHIBIT 2
CORVU CORPORATION
WARRANT WAIVER AGREEMENT
This Warrant Waiver Agreement (the "Agreement") dated as of March 5,
2007, is made by and between ComVest Investment Partners II LLC (the "Holder")
and CorVu Corporation, a Minnesota corporation (the "Company"). Capitalized
terms not otherwise defined herein shall have the meaning ascribed to such terms
in that certain Protective Warrant dated as of February 11, 2005 (the
"Warrant").
WHEREAS, the Holder was issued the Warrant pursuant to the terms of
that certain Securities Purchase Agreement, dated as of February 11, 2005 (the
"Securities Purchase Agreement"), pursuant to which Warrant the Holder has the
right to subscribe for and purchase up to 2,000,000 shares of Company Common
Stock subject to certain conditions;
WHEREAS, the Company has entered into an Agreement and Plan of Merger
of even date herewith (the "Merger Agreement") by and among Rocket Software,
Inc., a Delaware corporation ("Parent"), Rocket Software Minnesota, Inc., a
Minnesota corporation and wholly owned subsidiary of Parent ("Merger Sub"), and
the Company, pursuant to which Merger Sub will be merged with and into the
Company, with the Company surviving the Merger as a wholly owned subsidiary of
Parent (the "Merger");
WHEREAS, in advance of and by virtue of the consummation of the Merger,
the Holder or its Affiliates, as the case may be, will receive material payments
in respect of other securities of the Company held by it and be paid certain
fees by the Company and be afforded other benefits resulting from the
consummation of the Merger and the other transactions contemplated by the Merger
Agreement;
WHEREAS, pursuant to and as contemplated by the terms of the Merger
Agreement, and as a condition to the consummation of the Merger, Holder has
agreed to forever waive and disclaim any rights under the Warrant without
payment, effective as of the Effective Time (as defined in the Merger
Agreement);
NOW THEREFORE, in consideration of the mutual promises and covenants
contained herein, and for other valuable consideration, receipt of which is
hereby acknowledged, the parties hereto agree as follows:
Waiver and Cancellation. Notwithstanding anything expressed or implied
to the contrary in the Warrant, the Holder hereby forever waives and disclaims
any rights under the Warrant without payment, effective as of the Effective
Time, including any and all liabilities and obligations of the Company, and any
rights relating or pertaining thereto of the Holder. On or prior to the Closing
Date (as defined in the Merger Agreement), the Holder shall deliver the original
Warrant to the Company for physical cancellation by the Company effective as of
the Effective Time.
Severability. In the event that any provision of this Agreement or the
application thereof becomes or is declared by a court of competent jurisdiction
to be illegal, void or unenforceable, the remainder of this Agreement will
continue in full force. The parties further agree to replace such void or
unenforceable provision of this Agreement with a valid and enforceable provision
that will achieve, to the greatest extent possible, the economic, business and
other purposes of such void or unenforceable provision.
Choice of Law. This Agreement will be construed in accordance with, and
governed in all respects by, the internal laws of the State of New York.
Other Terms. This Agreement represents the entire agreement of the
parties hereto and supersedes in their entirety any prior or contemporaneous
understandings or agreements, whether oral or written, between the Holder and
the Company with respect to the Warrant, any rights that the Holder may at any
time have had in respect of the Warrant, and the other matters contemplated
hereby.
Termination. This Agreement shall automatically terminate and be of no
further force or effect upon the termination of the Merger Agreement in
accordance with its terms.
Successors. This Agreement will be binding upon, and inure to the
benefit of, the successors and assigns of the Company (including as the
corporation surviving the Merger), Parent and the executors, administrators,
heirs and legatees of Holder's estate.
Counterparts. This Agreement may be executed by facsimile or PDF
signature and in counterparts, each of which will be deemed to be an original,
but all of which together will constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and
delivered as of the date first written above.
COMVEST INVESTMENT PARTNERS II LLC
By:
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Name: Xxxxxxx X. Xxxx
Title: Managing Partner
Address:
ComVest Investment Partners II LLC
Xxxxxxx X. Xxxx, Managing Partner
Xxx Xxxxx Xxxxxxxx--Xxxxx 000
Xxxx Xxxx Xxxxx, XX 00000
Attn: Xxxxxxx X. Xxxx, Managing Partner
Facsimile No.: (000) 000-0000
CORVU CORPORATION
By:
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Name:
Title:
Address:
