AMENDED AND RESTATED TRANSACTION SUPPORT AGREEMENTTransaction Support Agreement • June 22nd, 2012 • Insight Holdings Group, LLC • Services-prepackaged software • Delaware
This Amended and Restated Transaction Support Agreement (this “Agreement”), dated June 19, 2012, is by and among Insight Venture Partners VII, L.P., Insight Venture Partners (Cayman) VII, L.P., Insight Venture Partners (Co-Investors) VII, L.P., Insight Venture Partners (Delaware) VII, L.P., and Insight Venture Partners Coinvestment Fund II, L.P. (collectively, “Insight”), Vector Capital IV, L.P., (“Vector” and together with Insight, the “Sponsors”), Vincent Smith (“VS”) and 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 and Teach A Man to Fish Foundation (collectively with VS, the “VS Parties”), Expedition Holding Company, Inc. (“Parent”), and Expedition Merger Sub, Inc. (“Merger Sub”). Capitalized terms not otherwise defined herein have the meanings ascribed to them in the Merger Agreement (as defined below).
June 19, 2012 Expedition Holding Company, Inc. c/o Insight Venture Management, LLC New York, New York 10019 Ladies and Gentlemen:Equity Purchase Agreement • June 22nd, 2012 • Insight Holdings Group, LLC • Services-prepackaged software • Delaware
This letter agreement (this “Agreement”) sets forth the commitment of certain funds managed by Insight Venture Management, LLC, which are party hereto (the “Insight Funds”) and a certain fund managed by Vector Capital Corporation, which is party hereto (the “Vector Fund” and together with the Insight Funds, the “Sponsors”), subject to the terms and conditions contained herein, to purchase certain equity interests of Expedition Holding Company, Inc., a Delaware corporation (“Parent”). 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 Agreement and Plan of Merger dated June 19, 2012, the “Merger Agreement”), dated as of 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
JOINT FILING AGREEMENTJoint Filing Agreement • June 22nd, 2012 • Insight Holdings Group, LLC • Services-prepackaged software
The undersigned acknowledge and agreed that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that it knows or has reason to believe that such information is inaccurate. This Agreement may be executed in any number of counterparts and all of such counterparts taken together shall constitute one and the same instrument.
