LIMITED GUARANTYLimited Guaranty • June 20th, 2012 • Quest Software Inc • Services-prepackaged software • Delaware
Limited Guaranty, dated as of June 19, 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”), Vector Capital IV, L.P. (the “Vector Guarantor”) and Vincent C. Smith, Vincent C. Smith Annuity Trust 2010-1, Vincent C. Smith Annuity Trust 2010-2, Vincent C. Smith Annuity Trust 2011-1 and Teach A Man to Fish Foundation (collectively, the “VS Party Guarantors”, and together with the Insight Guarantors and the Vector Guarantor, the “Guarantors” and each a “Guarantor”) in favor of Quest Software, Inc., a Delaware corporation (the “Guaranteed Party”).
AMENDMENT NO. 1 TO VOTING AGREEMENTVoting Agreement • June 20th, 2012 • Quest Software Inc • Services-prepackaged software • Delaware
WHEREAS, certain of the parties hereto have entered into a Voting Agreement dated as of March 8, 2012 (the “Voting Agreement”) in connection with that certain Agreement and Plan of Merger dated as of March 8, 2012 (the “Merger Agreement”) by and among Expedition Holding Company, Inc., a Delaware corporation (“Parent”), Expedition Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and the Company;
