To: LY Acquisition Corp. Suite 2650 Austin, TX 78701 Ladies and Gentlemen:Letter Agreement • May 6th, 2015 • Lyris, Inc. • Services-prepackaged software
This letter agreement (this “Agreement”) sets forth the commitment of ESW Capital, LLC (the “Fund”) to purchase, directly or indirectly, on the terms and subject to the conditions contained herein, certain debt securities of LY Acquisition Corp., a newly-formed Delaware corporation (“Buyer”), which has been formed for the purpose of acquiring Lyris, Inc., a Delaware corporation (the “Company”) through the merger of Buyer with and into the Company, pursuant to that certain Agreement and Plan of Merger dated on or about the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and between Buyer and the Company, on the terms and subject to the conditions set forth in the Merger Agreement (the “Merger”). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement (to the extent such terms are defined therein).
AGREEMENT AND PLAN OF MERGERMerger Agreement • May 6th, 2015 • Lyris, Inc. • Services-prepackaged software • Delaware
FORM OF VOTING AGREEMENTVoting Agreement • May 6th, 2015 • Lyris, Inc. • Services-prepackaged software
This VOTING AGREEMENT (this “Agreement”), dated as of May 4, 2015 by and among LY Acquisition Corp., a Delaware corporation (“Buyer”), William T. Comfort, III, LDN Stuyvie Partnership, 65 BR Trust, Ltd., Lyr, Ltd. and Meudon Investments (each a “Stockholder” and collectively, the “Stockholders”), stockholders of Lyris, Inc., a Delaware corporation (the “Company”).
GUARANTEEGuarantee • May 6th, 2015 • Lyris, Inc. • Services-prepackaged software
GUARANTEE, dated as of May 4, 2015 (this “Guarantee”), by ESW Capital, LLC (the “Guarantor”), in favor of Lyris, Inc., a Delaware corporation (the “Guaranteed Party”).
