EXHIBIT 4
AFFILIATE AGREEMENT
November__, 1996
Rational Software Corporation
0000 Xxx Xxxxx Xxxxxxxxxx
Xxxxx Xxxxx, Xxxxxxxxxx 00000
Ladies and Gentlemen:
Pursuant to the terms of the Agreement and Plan of Reorganization dated as
of November __, 1996 (the "Agreement"), among Rational Software Corporation, a
Delaware corporation ("Acquiror"), Sunshine Acquisition Corporation, a
Delaware corporation and a wholly-owned subsidiary of Acquiror ("Merger Sub"),
and SQA, Inc., a Delaware corporation ("Target"), Acquiror will enter into a
business combination with Target through the merger of Merger Sub with and
into Target (the "Merger"), with Target continuing as the surviving
corporation and as a wholly-owned subsidiary of Acquiror.
The undersigned has been advised that, as of the date hereof, the
undersigned may be deemed to be an "affiliate" of Acquiror, as the term
"affiliate" is used in and for purposes of Accounting Series Releases 130 and
135, as amended, and Staff Accounting Bulletins 65 and 76 of the Commission.
The undersigned understands that the representations, warranties and
covenants set forth herein will be relied upon by Acquiror, other stockholders
of Acquiror, Target, stockholders of Target and their respective counsel and
accountants.
The undersigned represents and warrants to and agrees with Acquiror that:
1. The undersigned has full power to execute and deliver this Affiliate
Agreement and to make the representations and warranties herein and to perform
its obligations hereunder.
2. The undersigned has carefully read this letter and the Agreement and
discussed its requirements and other applicable limitations upon its ability
to sell, transfer or otherwise dispose of Target Common Stock and Acquiror
Common Stock to the extent the undersigned felt necessary, with its counsel or
counsel for Acquiror.
3. The undersigned shall not make any sale, transfer or other disposition
of Acquiror Common Stock in violation of the Act or the Rules and Regulations.
4. The undersigned agrees with Acquiror that the undersigned will not
sell, exchange, transfer, pledge, dispose or otherwise reduce his risk
relative to any shares of Acquiror Common Stock or other equity securities of
Acquiror owned by the undersigned during the period commencing on the date
hereof and ending at such time as financial results covering at least 30 days
of combined operations of Target and Acquiror have been published by Acquiror,
in the form of a quarterly earnings report, an effective registration
statement filed with the Commission, a report to the Commission on Form 10-K,
10-Q or 8-K, or any other public filing or announcement which includes the
combined results of operations, so as to interfere with Acquiror accounting
for the Merger as a pooling of interests. Acquiror, at its discretion, may
cause stop transfer orders to be placed with its transfer agent with respect
to the certificates representing the undersigned's shares of Acquiror Common
Stock.
5. Acquiror agrees to publish, as promptly as practicable following the
Merger, financial results covering at least 30 days of combined operations of
Target and Acquiror in the form of a quarterly earnings report, an effective
registration statement filed with the Commission, a report to the Commission
on Form 10-K, 10-Q or 8-K, or any other public filing or announcement that
includes the combined results of operations of Acquiror and Target; provided,
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however, that Acquiror shall be under no obligation to publish any such
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financial information other than with respect to a fiscal quarter of Acquiror.
6. The undersigned represents and warrants to Acquiror that the
undersigned is the beneficial owner of the shares of Acquiror Common Stock and
options to purchase Acquiror Common Stock indicated below (the "Acquiror
Securities"). Except for Acquiror Securities, the undersigned does not
beneficially own any shares of Acquiror Common Stock or any other equity
security of Acquiror or any options, warrants or other rights to acquire any
equity securities of Acquiror.
7. This Agreement may not be amended or waived other than by a writing
signed by both the undersigned and Acquiror.
[Remainder of this Page Intentionally Left Blank]
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NUMBER OF SHARES OF ACQUIROR COMMON STOCK
BENEFICIALLY OWNED BY THE UNDERSIGNED:
_______________
NUMBER OF SHARES OF ACQUIROR COMMON STOCK
SUBJECT TO OPTIONS BENEFICIALLY OWNED BY THE UNDERSIGNED:
________________
Very truly yours,
______________________________________
(print name of stockholder above)
By: _________________________________
Name:
Title:
(if applicable)
Accepted this ____ day of
November, 1996, by
Rational Software Corporation
By: ______________________________
Name:
Title:
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