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BEST SOFTWARE, INC.
00000 Xxxxx Xxxxxx Xxxxxx
Xxxxxx, Xxxxxxxx 00000
September , 1997
Xx. Xxxxx X. Xxxxxxxx
c/o Best Software, Inc.
00000 Xxxxx Xxxxxx Xxxxxx
Xxxxxx, Xxxxxxxx 00000
Dear Xx. Xxxxxxxx:
Reference is made hereby to that certain Underwriting Agreement (the
"Underwriting Agreement") of even date among Best Software, Inc. (the
"Company"), the Selling Shareholders identified therein, including you, and
Xxxxxxxxx & Xxxxx LLC and Xxxxxxx Xxxxx & Company, as representatives of the
several Underwriters identified therein. The Underwriting Agreement relates to
the initial public offering (the "Offering") of Common Stock of the Company,
which has been registered under the Securities Act of 1933, as amended. You
are including shares of Common Stock in the Offering pursuant to your rights
under that certain Consolidating Registration Rights Agreement dated as June 3,
1993 among the Company, you and certain other shareholders of the Company (the
"Registration Rights Agreement"). Capitalized terms not otherwise defined
herein shall have the respective meanings ascribed to them in the Underwriting
Agreement. The purpose of this letter agreement is to confirm and modify
certain provisions of the Registration Rights Agreement in connection with the
Offering and the Underwriting Agreement as follows:
1. The Company agrees to indemnify you, in your capacity as a
Selling Shareholder in the Offering, to the same extent as contemplated
by Section 6(a) of the Registration Rights Agreement and subject to
the provisions of Section 6(c) of the Registration Rights Agreement,
for any losses, claims, damages or liabilities to which you become
subject arising out of any breach of the representations and
warranties contained in Section 2(a) of the Underwriting Agreement;
provided, however, that this indemnity shall not extend to any breach
of such representations and warranties
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Xx. Xxxxx X. Xxxxxxxx
September , 1997
Page 2
arising out of factual matters known to you and not known to the
Company.
2. The Company hereby confirms its understanding that certain
provisions of the Underwriting Agreement creating an obligation on the
part of the Selling Shareholders to reimburse or indemnify the
Underwriters for certain expenses in connection with the Offering
(including Sections 8, 9 and 10) are intended for the benefit of the
Underwriters and do not affect the agreement relating to the
allocation of expenses of the Offering contained in Section 5 of the
Registration Rights Agreement. In particular, the Company hereby
confirms its obligation to pay all "Registration Expenses" (as defined
in the Registration Rights Agreement) in connection with the Offering
notwithstanding such provisions of the Underwriting Agreement. Nothing
in this letter agreement shall be deemed to constitute a waiver of any
rights or remedies the Company may have if the Underwriting Agreement
is terminated by the Underwriters due to a default by you in performing
your obligations thereunder.
3. The Company further confirms that, as between the Company and
you, the Underwriting Agreement does not supersede or modify the
Registration Rights Agreement with respect to Sections 5 and 6 thereof.
Please indicate your agreement to the foregoing by executing the
enclosed counterpart copy of this letter and returning it to the
undersigned.
BEST SOFTWARE, INC.
By:
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Name:
Title:
Accepted and Agreed:
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Xxxxx X. Xxxxxxxx
