LIMITED GUARANTYLimited Guaranty • August 2nd, 2021 • Qad Inc • Services-prepackaged software • Delaware
This Limited Guaranty, dated as of June 27, 2021 (this “Limited Guaranty”), by Thoma Bravo Fund XIV Fund, L.P., a Delaware limited partnership (the “Guarantor”), is in favor of QAD Inc., a Delaware corporation (the “Company”). Reference is hereby made to the Agreement and Plan of Merger (as it may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), dated as of the date hereof, among the Company, Project Quick Parent, LLC, a Delaware limited liability company (“Parent”), and Project Quick Merger Sub, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Parent (“Merger Sub”). Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Merger Agreement.
Thoma Bravo Fund XIV, L.P. 600 Montgomery Street, 20th Floor San Francisco, CA 94111 June 27, 2021Equity Financing Commitment • August 2nd, 2021 • Qad Inc • Services-prepackaged software • Delaware
This letter agreement (this “Agreement”) sets forth the commitment of Thoma Bravo Fund XIV, L.P., a Delaware limited partnership (the “Investor”), subject to the terms and conditions hereof, to purchase, or cause an assignee permitted by Paragraph 4 of this Agreement to purchase, directly or indirectly, equity securities of Project Quick Parent, LLC, a Delaware limited liability company (“Parent”), at or immediately prior to the Closing. It is contemplated that pursuant to the Agreement and Plan of Merger (as it may be amended, supplemented or modified from time to time, the “Merger Agreement”), dated as of the date hereof, by and among Parent, Project Quick Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”) and QAD Inc., a Delaware corporation (the “Company”), Parent shall acquire the Company through the merger of Merger Sub with and into the Company. Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to t
