Common use of Equity Rollover Commitment Clause in Contracts

Equity Rollover Commitment. This letter confirms the commitment of the undersigned, subject to the conditions set forth herein, to transfer, contribute and deliver to Parent 15,000 shares of Company Stock in the aggregate (the “Rollover Contribution Shares”) immediately prior to the Effective Time in exchange for a pro rata (in kind and amount) share of the equity of Parent (which equity shall be of the same class and series as that issued to all of the Investors) based on the value of the aggregate equity commitments of all the Investors and assuming that the value of each Rollover Contribution Share is equal to the Merger Consideration (such share of the equity of Parent, the “Subject Equity Securities”); provided that the undersigned (together with any permitted assignee of the undersigned pursuant to fourth paragraph hereof and any other current officers or directors of the Company) shall not, under any circumstances, contribute to Parent a number of Shares such that the undersigned would beneficially own more than 9.9% of the outstanding equity of Parent immediately after the Effective Time; provided further that the undersigned’s right to contribute the Rollover Contribution Shares in exchange for equity of Parent shall be subject to the undersigned executing a stockholders’ agreement with Vector Capital and any other Investor, which stockholders’ agreement shall be acceptable to Vector Capital. The undersigned’s obligation to transfer, contribute and deliver the Rollover Contribution Shares to Parent is subject to the satisfaction or waiver by Parent of the conditions precedent to Parent’s and Mxxxxx Sub’s obligation to effect the Closing and the terms of this letter, and will occur contemporaneous with the Closing and immediately prior to the Effective Time and the simultaneous issuance to the undersigned of the Subject Equity Securities. The number of Shares to be contributed to Parent under this Agreement will be reduced (a) to the extent required to ensure that the undersigned (together with any permitted assignee of the undersigned pursuant to fourth paragraph hereof and any other current officers or directors of the Company) will not beneficially own more than 9.9% of the outstanding equity of Parent immediately following the Effective Time, and (b) in the manner agreed by the undersigned and Vector Capital in the event Parent does not require all of the equity with respect to which the Investors have made commitments. The undersigned’s obligation to transfer, contribute and deliver the Rollover Contribution Shares will terminate automatically and immediately upon the earliest to occur of (a) the termination of the Merger Agreement in accordance with the terms thereof, and (b) if the undersigned and Vector Capital agree to terminate this letter. The undersigned’s obligation to transfer, contribute and deliver the Rollover Contribution Shares may not be assigned, except as permitted in this paragraph. The undersigned may assign all or a portion of its obligations to transfer, contribute and deliver the Rollover Contribution Shares to its Affiliates or any heir, legatees, beneficiaries and or/devisees of any individual who is an Affiliate of the undersigned; provided, however that, except to the extent otherwise agreed to by Parent, any such assignment shall not relieve the undersigned of its obligations under this letter. Notwithstanding anything that may be expressed or implied in this letter, Parent, by its acceptance of the benefits of the undersigned’s commitment to contribute and deliver the Rollover Contribution Shares, covenants, agrees and acknowledges that no Person other than the undersigned and its successors and permitted assigns shall have any obligation hereunder and that, notwithstanding that the undersigned or its successors or permitted assigns may be a partnership or limited liability company, no recourse hereunder or under any documents or instruments delivered in connection herewith shall be had against any former, current or future director, officer, agent, Affiliate, employee, general or limited partner, member, manager or stockholder of the undersigned or any of its successors or permitted assigns or any former, current or future director, officer, agent, Affiliate, employee, general or limited partner, member, manager, stockholder, heir, legatee, beneficiary, devisee or estate of any of the foregoing, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other Applicable Law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any former, current or future director, officer, agent, Affiliate, employee, general or limited partner, member, manager or stockholder of the undersigned or any former, current or future director, officer, agent, Affiliate, employee, general or limited partner, member, manager, stockholder, heir, legatee, beneficiary, devisee or estate of any of the foregoing, as such, for any obligations of the undersigned or any of its successors or permitted assigns under this letter or any documents or instrument delivered in connection herewith or for any claim based on, in respect of, or by reason of such obligation or their creation.

Equity Rollover Commitment. This letter confirms the commitment of the undersigned, subject to the conditions set forth herein, to transfer, contribute and deliver to Parent 15,000 5,000 shares of Company Stock in the aggregate (the “Rollover Contribution Shares”) immediately prior to the Effective Time in exchange for a pro rata (in kind and amount) share of the equity of Parent (which equity shall be of the same class and series as that issued to all of the Investors) based on the value of the aggregate equity commitments of all the Investors and assuming that the value of each Rollover Contribution Share is equal to the Merger Consideration (such share of the equity of Parent, the “Subject Equity Securities”); provided that the undersigned (together with any permitted assignee of the undersigned pursuant to fourth paragraph hereof and any other current officers or directors of the Company) shall not, under any circumstances, contribute to Parent a number of Shares such that the undersigned would beneficially own more than 9.9% of the outstanding equity of Parent immediately after the Effective Time; provided further that the undersigned’s right to contribute the Rollover Contribution Shares in exchange for equity of Parent shall be subject to the undersigned executing a stockholders’ agreement with Vector Capital and any other Investor, which stockholders’ agreement shall be acceptable to Vector Capital. The undersigned’s obligation to transfer, contribute and deliver the Rollover Contribution Shares to Parent is subject to the satisfaction or waiver by Parent of the conditions precedent to Parent’s and Mxxxxx Sub’s obligation to effect the Closing and the terms of this letter, and will occur contemporaneous with the Closing and immediately prior to the Effective Time and the simultaneous issuance to the undersigned of the Subject Equity Securities. The number of Shares to be contributed to Parent under this Agreement will be reduced (a) to the extent required to ensure that the undersigned (together with any permitted assignee of the undersigned pursuant to fourth paragraph hereof and any other current officers or directors of the Company) will not beneficially own more than 9.9% of the outstanding equity of Parent immediately following the Effective Time, and (b) in the manner agreed by the undersigned and Vector Capital in the event Parent does not require all of the equity with respect to which the Investors have made commitments. The undersigned’s obligation to transfer, contribute and deliver the Rollover Contribution Shares will terminate automatically and immediately upon the earliest to occur of (a) the termination of the Merger Agreement in accordance with the terms thereof, and (b) if the undersigned and Vector Capital agree to terminate this letter. The undersigned’s obligation to transfer, contribute and deliver the Rollover Contribution Shares may not be assigned, except as permitted in this paragraph. The undersigned may assign all or a portion of its obligations to transfer, contribute and deliver the Rollover Contribution Shares to its Affiliates or any heir, legatees, beneficiaries and or/devisees of any individual who is an Affiliate of the undersigned; provided, however that, except to the extent otherwise agreed to by Parent, any such assignment shall not relieve the undersigned of its obligations under this letter. Notwithstanding anything that may be expressed or implied in this letter, Parent, by its acceptance of the benefits of the undersigned’s commitment to contribute and deliver the Rollover Contribution Shares, covenants, agrees and acknowledges that no Person other than the undersigned and its successors and permitted assigns shall have any obligation hereunder and that, notwithstanding that the undersigned or its successors or permitted assigns may be a partnership or limited liability company, no recourse hereunder or under any documents or instruments delivered in connection herewith shall be had against any former, current or future director, officer, agent, Affiliate, employee, general or limited partner, member, manager or stockholder of the undersigned or any of its successors or permitted assigns or any former, current or future director, officer, agent, Affiliate, employee, general or limited partner, member, manager, stockholder, heir, legatee, beneficiary, devisee or estate of any of the foregoing, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other Applicable Law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any former, current or future director, officer, agent, Affiliate, employee, general or limited partner, member, manager or stockholder of the undersigned or any former, current or future director, officer, agent, Affiliate, employee, general or limited partner, member, manager, stockholder, heir, legatee, beneficiary, devisee or estate of any of the foregoing, as such, for any obligations of the undersigned or any of its successors or permitted assigns under this letter or any documents or instrument delivered in connection herewith or for any claim based on, in respect of, or by reason of such obligation or their creation.

Equity Rollover Commitment. This letter confirms the commitment of the undersigned, subject to the conditions set forth herein, to transfer, contribute and deliver to Parent 15,000 immediately prior to the Effective Time a number shares of Company Stock in the aggregate (the “"Rollover Contribution Shares”) such that the undersigned, together with any permitted assignee of the undersigned pursuant to fourth paragraph hereof and any other current officers or directors of the Company, would beneficially own 9.9% of the outstanding equity of Parent immediately prior to after the Effective Time in exchange for a pro rata (in kind and amount) share of the equity of Parent (which equity shall be of the same class and series as that issued to all of the Investors) based on the value of the aggregate equity commitments of all the Investors and assuming that the value of each Rollover Contribution Share is equal to the Merger Consideration (such share of the equity of Parent, the “Subject Equity Securities”); ) provided that the undersigned’s right to contribute the Rollover Contribution Shares in exchange for equity of Parent shall be subject to the undersigned executing a stockholders’ agreement with Vector Capital and any other Investor, which stockholders’ agreement shall be acceptable to Vector Capital; and provided further that the undersigned’s obligation to contribute the Rollover Contribution Shares in exchange for equity of Parent shall be subject to the Company and the undersigned executing and employment agreement containing substantially the terms and conditions set forth on Exhibit A hereto. For the purpose of clarity, the undersigned (together with any permitted assignee of the undersigned pursuant to fourth paragraph hereof and any other current officers or directors of the Company) shall not, under any circumstances, contribute to Parent a number of Shares such that the undersigned would beneficially own more than 9.9% of the outstanding equity of Parent immediately after the Effective Time; provided further that the undersigned’s right to contribute the Rollover Contribution Shares in exchange for equity of Parent shall be subject to the undersigned executing a stockholders’ agreement with Vector Capital and any other Investor, which stockholders’ agreement shall be acceptable to Vector Capital. The undersigned’s obligation to transfer, contribute and deliver the Rollover Contribution Shares to Parent is subject to the satisfaction or waiver by Parent of the conditions precedent to Parent’s and Mxxxxx Sub’s obligation to effect the Closing and the terms of this letter, and will occur contemporaneous with the Closing and immediately prior to the Effective Time and the simultaneous issuance to the undersigned of the Subject Equity Securities. The number of Shares to be contributed to Parent under this Agreement will be reduced (a) to the extent required to ensure that the undersigned (together with any permitted assignee of the undersigned pursuant to fourth paragraph hereof and any other current officers or directors of the Company) will not beneficially own more than 9.9% of the outstanding equity of Parent immediately following the Effective Time, and (b) in the manner agreed by the undersigned and Vector Capital in the event Parent does not require all of the equity with respect to which the Investors have made commitments. The undersigned’s obligation to transfer, contribute and deliver the Rollover Contribution Shares will terminate automatically and immediately upon the earliest to occur of (a) the termination of the Merger Agreement in accordance with the terms thereof, and (b) if the undersigned and Vector Capital agree to terminate this letter. The undersigned’s obligation to transfer, contribute and deliver the Rollover Contribution Shares may not be assigned, except as permitted in this paragraph. The undersigned may assign all or a portion of its obligations to transfer, contribute and deliver the Rollover Contribution Shares to its Affiliates or any heir, legatees, beneficiaries and or/devisees of any individual who is an Affiliate of the undersigned; provided, however that, except to the extent otherwise agreed to by Parent, any such assignment shall not relieve the undersigned of its obligations under this letter. Notwithstanding anything that may be expressed or implied in this letter, Parent, by its acceptance of the benefits of the undersigned’s commitment to contribute and deliver the Rollover Contribution Shares, covenants, agrees and acknowledges that no Person other than the undersigned and its successors and permitted assigns shall have any obligation hereunder and that, notwithstanding that the undersigned or its successors or permitted assigns may be a partnership or limited liability company, no recourse hereunder or under any documents or instruments delivered in connection herewith shall be had against any former, current or future director, officer, agent, Affiliate, employee, general or limited partner, member, manager or stockholder of the undersigned or any of its successors or permitted assigns or any former, current or future director, officer, agent, Affiliate, employee, general or limited partner, member, manager, stockholder, heir, legatee, beneficiary, devisee or estate of any of the foregoing, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other Applicable Law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any former, current or future director, officer, agent, Affiliate, employee, general or limited partner, member, manager or stockholder of the undersigned or any former, current or future director, officer, agent, Affiliate, employee, general or limited partner, member, manager, stockholder, heir, legatee, beneficiary, devisee or estate of any of the foregoing, as such, for any obligations of the undersigned or any of its successors or permitted assigns under this letter or any documents or instrument delivered in connection herewith or for any claim based on, in respect of, or by reason of such obligation or their creation.