THE ACTIVE NETWORK, INC. NONDISCLOSURE AND STANDSTILL AGREEMENTNondisclosure and Standstill Agreement • October 8th, 2013 • Athlaction Merger Sub, Inc. • Services-prepackaged software • Delaware
This Nondisclosure and Standstill Agreement (this “Agreement”) by and between The Active Network, Inc, a Delaware corporation (“Provider”), and Vista Equity Partners III, LLC (“Recipient”), is dated as of August 6, 2013 (the “Effective Date”). Provider and Recipient shall each be referred to herein individually, as a “Party” and collectively, as the “Parties.”
LIMITED GUARANTEELimited Guarantee • October 8th, 2013 • Athlaction Merger Sub, Inc. • Services-prepackaged software • Delaware
THIS LIMITED GUARANTEE, dated as of September 28, 2013 (this “Limited Guarantee”), is made by each of Vista Equity Partners Fund III, L.P., a Delaware limited partnership (“VEP III”) and Vista Equity Partners Fund IV, L.P., a Delaware limited partnership (“VEP IV”, and together with VEP III, the “Guarantors” and each, a “Guarantor”), in favor of The Active Network, 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, Athlaction Holdings, LLC, a Delaware limited liability company (“Parent”), and Athlaction 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.
Vista Equity Partners Fund III, L.P. Vista Equity Partners Fund IV, L.P. Suite 3100 Austin, TX 78701 September 28, 2013Athlaction Merger Sub, Inc. • October 8th, 2013 • Services-prepackaged software
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 The Active Network, Inc., a Delaware corporation (the “Company”), Athlaction Holdings, LLC, a Delaware limited liability company (“Parent”), and Athlaction 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.
