LIMITED GUARANTYLimited Guaranty • March 9th, 2012 • Quest Software Inc • Services-prepackaged software • Delaware
Limited Guaranty, dated as of March 8, 2012 (this “Limited Guaranty”), by Insight Venture Partners VII, L.P., a Cayman Islands limited partnership, Insight Venture Partners (Cayman) VII, L.P., a Cayman Islands limited partnership, Insight Venture Partners VII (Co-Investors), L.P., a Cayman Islands limited partnership, Insight Venture Partners (Delaware) VII, L.P., a Delaware limited partnership and Insight Venture Partners Coinvestment Fund II, L.P. (collectively, the “Insight Guarantors”) and Vincent C. Smith, Vincent C. Smith Annuity Trust 2010-1, Vincent C. Smith Annuity Trust 2010-2 and Vincent C. Smith Annuity Trust 2011-1 (collectively, the “VS Party Guarantors”, and together with the Insight Guarantors, the “Guarantors” and each a “Guarantor”) in favor of Quest Software, Inc., a Delaware corporation (the “Guaranteed Party”).
VOTING AGREEMENTVoting Agreement • March 9th, 2012 • Quest Software Inc • Services-prepackaged software • Delaware
VOTING AGREEMENT, dated as of March 8, 2012 (this “Agreement”), among Quest Software, Inc., a Delaware corporation (the “Company”), and Vincent Smith (the “Executive”), the Vincent C. Smith Annuity Trust 2010-1, the Vincent C. Smith Annuity Trust 2010-2 and the Vincent C. Smith Annuity Trust 2011-1 (each a “Stockholder” and collectively, the “Stockholders”).
