STOCK PURCHASE AGREEMENT dated as of July 28, 2012 among ROPER INDUSTRIES, INC., VISTA EQUITY PARTNERS FUND III, L.P., VISTA EQUITY PARTNERS FUND III (PARALLEL), L.P., VEPF III FAF, L.P., VISTA EQUITY PARTNERS ASSOCIATES III, LLC, SUNQUEST SPONSOR...Stock Purchase Agreement • November 5th, 2012 • Roper Industries Inc • Industrial instruments for measurement, display, and control • Delaware
AGREEMENT (this "Agreement") dated as of July 28, 2012 between Roper Industries, Inc., a Delaware corporation ("Buyer"), Sunquest Sponsor Holdings, LLC ("Sponsor Holdings"), the persons set forth on Exhibit A hereto (the "Individual Shareholders"), Vista Equity Partners Fund III, L.P., Vista Equity Partners Fund III (Parallel), L.P., VEPF III FAF, L.P., Vista Equity Partners Associates III, LLC, (collectively with Sponsor Holdings and the Individual Shareholders, "Sellers"), Sunquest Holdings, Inc., a Delaware corporation (the "Company"), and the Persons set forth on Exhibit B.
