June 19, 2012 Expedition Holding Company, Inc. c/o Insight Venture Management, LLC New York, New York 10019 Ladies and Gentlemen:Equity Transfer Agreement • June 20th, 2012 • Quest Software Inc • Services-prepackaged software • Delaware
This letter agreement (this “Agreement”) sets forth the commitment of the undersigned (the “Equity Providers”), subject to the terms and conditions contained herein, to transfer, contribute and deliver the number of shares of Company Common Stock described in Section 1 below to Expedition Holding Company, Inc., a Delaware corporation (“Parent”) in exchange for the equity of Parent described in Section 1 below. It is contemplated that, pursuant to an Agreement and Plan of Merger (as amended, restated, supplemented or otherwise modified from time to time, including Amendment No. 1 to the Agreement and Plan of Merger dated June 19, 2012, the “Merger Agreement”), dated as March 8, 2012, by and among Quest Software, Inc. (the “Company”), Parent and Expedition Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), Merger Sub will be merged with and into the Company (the “Merger”), with the Company being the surviving entity of such Merger and a wholl
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • June 20th, 2012 • Quest Software Inc • Services-prepackaged software • Delaware
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (this “Amendment”), dated as of June 19, 2012 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 Quest Software, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used but not defined in this Amendment are used as defined in the Merger Agreement.
