Vista Equity Partners Fund IV, L.P. Suite 3100 Austin, TX 78701 May 19, 2013Tomahawk Merger Sub, Inc. • May 28th, 2013 • Services-business services, nec • Delaware
Reference is made to that certain Agreement and Plan of Merger (as the same may be amended, modified or restated in accordance with the terms thereof, the “Merger Agreement”), dated as of the date hereof, by and among Websense, Inc., a Delaware corporation (the “Company”), Tomahawk Acquisition, LLC, a Delaware limited liability company (“Parent”), and Tomahawk Merger Sub, Inc., a Delaware corporation (“Merger Sub”). Capitalized terms used and not otherwise defined in this letter shall have the meanings ascribed to such terms in the Merger Agreement.
LIMITED GUARANTEELimited Guarantee • May 28th, 2013 • Tomahawk Merger Sub, Inc. • Services-business services, nec • Delaware
THIS LIMITED GUARANTEE, dated as of May 19, 2013 (this “Limited Guarantee”), is made by Vista Equity Partners Fund IV, L.P., a Delaware limited partnership (the “Guarantor”), in favor of Websense, Inc., a Delaware corporation (the “Company”). Reference is hereby made to that certain Agreement and Plan of Merger, dated on or about the date hereof (as the same may be amended, modified or restated in accordance with the terms thereof, the “Merger Agreement”), by and among the Company, Tomahawk Acquisition, LLC, a Delaware limited liability company (“Parent”), and Tomahawk Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”). Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Merger Agreement.
CONFIDENTIALITY AGREEMENTConfidentiality Agreement • May 28th, 2013 • Tomahawk Merger Sub, Inc. • Services-business services, nec • Delaware
THIS CONFIDENTIALITY AGREEMENT (“Agreement”) is being entered into as of April 8, 2013 between Websense, Inc., a Delaware corporation (“Websense”) and Vista Equity Partners III, LLC (“Vista”).
