CONFIDENTIAL

June 29, 2021

Project Annie
Commitment Letter

Project Quick Parent, LLC
Project Quick Merger Sub, Inc.
c/o Thoma Bravo, L.P.
600 Montgomery Street, 20th Floor
San Francisco, CA 94111
Attn: Erwin Mock

Ladies and Gentlemen:

Project Quick Merger Sub, Inc., a Delaware corporation (the “Merger Sub” or, prior to the consummation of the Merger (as defined below), the “Borrower”), a wholly owned subsidiary of Project Quick Parent, LLC, a Delaware limited liability company (“Holdings” and, together with Merger Sub, “you”), controlled directly or indirectly by Thoma Bravo, L.P. (formerly known as Thoma Bravo, LLC) and/or its affiliates and associated funds (collectively, the “Sponsor”) have advised Golub Capital Markets LLC (together with its affiliates, managed funds and accounts, “Golub”), Owl Rock Capital Advisors LLC on behalf of its affiliated advisers and its and their managed funds and accounts (collectively, “Owl Rock”), and Thoma Bravo Credit Fund I, L.P. and Thoma Bravo Credit Fund II, L.P. (collectively, “TBCF”, and collectively with Golub and Owl Rock, the “Initial Lenders”, “Commitment Parties”, “us” or “we” and each, a “Commitment Party” and an “Initial Lender”) that you intend to acquire, directly or indirectly, the Target (as defined on Exhibit A hereto) and consummate the other transactions described on Exhibit A hereto. Capitalized terms used but not otherwise defined herein are used with the meanings assigned to such terms in the Exhibits hereto.

In connection with the Transactions contemplated hereby, each Initial Lender hereby severally (but not jointly) commits to provide the principal amount of each of (x) a senior term loan facility of $750.0 million (the “Senior Term Facility”) and (y) a revolving credit facility of $75.0 million (the “Revolving Facility” and the commitments thereunder, the “Revolving Commitments”; together with the Senior Term Facility, the “Senior Credit Facilities”), as set forth opposite such Initial Lender’s name in Annex 1 hereto, (i) upon the terms set forth or referred to in this letter, the Transaction Summary attached as Exhibit A hereto and the Summary of Terms and Conditions attached as Exhibits B and C hereto, as applicable, and (ii) the initial funding of which is subject only to the applicable conditions expressly set forth on Exhibit C hereto (such Exhibits A through C, including the annexes thereto, the “Term Sheet” and together with this letter, collectively, this “Commitment Letter”).

It is agreed that Golub and Owl will act as joint lead arrangers and bookrunners for the Senior Credit Facilities (collectively, acting in such capacities, the “Lead Arrangers”). It is further agreed that Golub will act as left lead arranger (the “Left Lead Arranger”) and shall have “left side” designation, and shall exercise the authority associated with such designation.

You agree that no other agents, co-agents, lead arrangers, bookrunners, managers or arrangers will be appointed, no other titles will be awarded and no compensation (other than that expressly contemplated by this Commitment Letter and/or in the Fee Letter) will be paid to obtain the commitments of the Lenders to participate in the Senior Credit Facilities unless you and we shall so agree.

You hereby represent and warrant that (with respect to any information regarding the Target and its subsidiaries, to your knowledge), (a) all written information (other than the Projections, other forward- looking information (including forward-looking pro forma information) and information of a general economic or industry-specific nature) that has been or will be made available to the Commitment Parties and the Lenders by you, the Sponsor, the Target or any of your or their respective representatives on your or their behalf in connection with the transactions contemplated hereby (the “Information”), when taken as a whole and as may be supplemented, is correct in all material respects and does not or will not, when furnished, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements are made (after giving effect to all supplements and updates thereto from time to time) and (b) all projections with respect to the Borrower and its subsidiaries (after giving effect to the Merger) (the “Projections”) have been or will be prepared in good faith based upon assumptions believed by you to be reasonable at the time furnished (it being recognized by the Commitment Parties that such Projections are not to be viewed as facts and are subject to significant uncertainties and contingencies many of which are beyond your control, that no assurance can be given that any particular financial Projections will be realized, that actual results may differ from projected results and that such differences may be material). You agree that if, at any time prior to the Closing Date, you become aware that any of the representations in the preceding sentence would be incorrect if the Information or the Projections were being furnished and such representations were being made at such time, you will promptly supplement the Information and the Projections so that (to your knowledge with respect to the Target and its subsidiaries) the representations in the preceding sentence remain true; provided, that any such supplementation shall cure any breach of such representations. You understand that we may use and rely on the Information and Projections without independent verification thereof and we do not assume responsibility for the accuracy and completeness of the Information or the Projections. Notwithstanding anything to the contrary contained in this Commitment Letter or the Fee Letter, none of the making of any representation (whether or not cured) under this Section 3, the provision of any supplement to any Information or the Projections, nor the accuracy of any such representation or supplement shall constitute a condition precedent to the availability and/or initial funding of the Senior Credit Facilities on the Closing Date.

As consideration for the commitments and agreements of the Commitment Parties hereunder, you agree to pay or cause to be paid the fees described in this Commitment Letter and in the Fee Letter, dated as of the date hereof (as modified from time to time, the “Fee Letter”), on the terms and subject to the conditions (including as to timing and amount) set forth therein.

Notwithstanding anything in this Commitment Letter, the Fee Letter, the Senior Credit Documentation or any other letter agreement or other undertaking concerning the financing of the transactions contemplated hereby to the contrary, (a) the only representations and warranties relating to you, the Target and your and their respective subsidiaries and your and their respective businesses, the making or accuracy of which shall be a condition to the availability and initial funding of the Senior Credit Facilities on the Closing Date shall be (x) the representations and warranties made by or with respect to the Target in the Merger Agreement (as defined in Exhibit A) as are material to the interests of the Initial Lenders, but only to the extent that you or your applicable affiliates have the right (determined without regard to any notice provisions but taking into account any applicable cure provisions) to terminate, or cause the termination of, your (or their) obligations under the Merger Agreement or decline to consummate the Merger as a result of a breach of such representations in the Merger Agreement (the “Specified Acquisition Agreement Representations”) and (y) the Specified Representations (as defined below), (b) the terms of the Senior Credit Documentation shall be in a form such that they do not impair the availability of the Senior Credit Facilities on the Closing Date if the Exclusive Funding Conditions (as defined below) are satisfied or waived (it being understood and agreed that to the extent the creation or perfection of any security interest in the Collateral is not or cannot be provided on the Closing Date or if any lien search (other than any Uniform Commercial Code (“UCC”) lien search in the jurisdiction of organization or formation of the Loan Parties), insurance certificate or endorsement is not or cannot be provided (other than, to the extent required under the Term Sheet, (i) the perfection of a lien on Collateral that is of the type where a lien on such Collateral may be perfected solely by the filing of a financing statement under the UCC, (ii) the perfection of a lien on equity interests of Merger Sub with respect to which equity interests a lien may be perfected on the Closing Date by the delivery of a stock or equivalent certificate (together with a stock power or similar instrument of transfer endorsed in blank for the relevant certificate) and (iii) a security interest over assets situated in, or owned by a Loan Party incorporated under the laws of, Ireland that, in each case, may be perfected by the filing of particulars of the security with the Company Registrations Office of Ireland or the Revenue Commissioners of Ireland) after your use of commercially reasonable efforts to do so without undue burden or expense, then the provision and/or perfection of such security interest in such Collateral or delivery of such lien search, insurance certificate or endorsement shall not constitute a condition precedent to the availability or initial funding of the Senior Credit Facilities on the Closing Date but may instead be delivered and/or perfected within 90 days (or such longer period as the Agent may reasonably agree in its reasonable discretion) after the Closing Date pursuant to arrangements to be mutually agreed by the parties hereto acting reasonably and (c) the only conditions (express or implied) to the availability of the Senior Credit Facilities on the Closing Date are those expressly set forth on Exhibit C (the “Exclusive Funding Conditions”), it being agreed and understood that each Exclusive Funding Condition shall be subject in all respects to the provisions of this paragraph.

For the avoidance of doubt, your compliance with your obligations under this Commitment Letter and/or the Fee Letter, other than your satisfaction of the conditions described on Exhibit C hereto (to the extent not waived), is not a condition to the initial borrowings or availability of the Senior Credit Facilities on the Closing Date.

For purposes hereof, “Specified Representations” means with respect to the Senior Credit Documentation, the representations and warranties set forth in the Senior Credit Documentation relating to: organizational existence and good standing of the Loan Parties; organizational power and authority (solely as they relate to due authorization, execution, delivery and performance of the Senior Credit Documentation) of the Loan Parties; due authorization, execution and delivery of the Senior Credit Documentation by the Loan Parties, in each case, relating solely to the entering into and performance of the Senior Credit Documentation and enforceability of the Senior Credit Documentation against the Loan Parties; solvency as of the Closing Date (after giving effect to the Transactions) of the Borrower and its Subsidiaries on a consolidated basis (in form and scope consistent with the solvency certificate to be delivered pursuant to paragraph 1(b) of Exhibit C hereto); no conflicts of the Senior Credit Documentation (limited to the execution, delivery and performance of the Senior Credit Documentation) with the organizational documents of the Loan Parties; Federal Reserve margin regulations; the Investment Company Act; status of Senior Credit Facilities as senior debt; use of proceeds of the Loans not violating OFAC, the FCPA and the PATRIOT Act; the creation, validity and perfection of security interests (subject in all respects to security interests and liens permitted under the Senior Credit Documentation and to the foregoing provisions of this paragraph and the provisions of the second preceding paragraph). This Section 5 and the provisions contained herein shall be referred to as the “Certain Funds Provision”. Without limiting Exclusive Funding Conditions or the Certain Funds Provisions, the Commitment Parties and Initial Lenders will cooperate with you as reasonably requested by you or the Target in coordinating the timing and procedures for funding or availability, as applicable, of all of the Senior Credit Facilities in a manner consistent with the Merger Agreement.

You agree (a) to indemnify and hold harmless each of the Commitment Parties, their respective affiliates, and controlling persons and their respective directors, officers, employees, agents and representatives, and each other person controlling any of the foregoing (each, a “protected person”), it being understood that in no event will this indemnity apply to any Commitment Party or any of its affiliates in their capacity as (x) financial advisors to you, the Sponsor, the Target or its subsidiaries in connection with the Merger or any other potential acquisition or merger of the Target or its subsidiaries or (y) as a co-investor in the Transactions or any potential acquisition of the Target or its Subsidiaries, from and against any and all actual losses (excluding lost profits), claims, damages, liabilities and related expenses to which any such protected person may become subject arising out of, in connection with, or relating to this Commitment Letter, the Fee Letter, the Senior Credit Facilities, the transactions contemplated hereby, the use of the proceeds thereof and the Transactions or any claim, litigation, action, investigation or proceeding relating to any of the foregoing (a “Proceeding”), regardless of whether any protected person is a party thereto or whether such Proceeding is brought by you, any of your affiliates or any third party, and to reimburse each protected person within 30 days following written demand therefor (together with reasonably detailed backup documentation supporting such reimbursement request) for any reasonable and documented legal or other out-of-pocket expenses incurred in connection with investigating or defending any Proceeding (but limited, (i) in the case of legal fees and expenses, to one counsel to such protected persons taken as a whole and, solely in the case of an actual conflict of interest, one additional counsel to all affected protected persons, taken as a whole (and, if reasonably necessary, of one local counsel in any relevant material jurisdiction to all such persons, taken as a whole, in each case excluding allocated costs of in-house counsel) and (ii) in the case of any other advisors and consultants, limited solely to advisors and consultants approved by you); provided, that the foregoing indemnity will not, as to any protected person, apply to losses, claims, damages, liabilities or related expenses to the extent they arise from (i) the willful misconduct, bad faith, fraud or gross negligence of, or material breach not arising from or in response to your or your affiliates’ breach of this Commitment Letter (including the Term Sheet) or the Fee Letter by, such protected person or any of its Related Parties (as defined below), in each case as determined by a final non-appealable judgment of a court of competent jurisdiction, or (ii) any dispute solely among protected persons which does not arise out of any act or omission of the Borrower, the Target or any of their respective subsidiaries or the Sponsor (other than any Proceeding against any Commitment Party solely in its capacity or in fulfilling its role as an Agent, Lead Arranger or similar role under any Senior Credit Facility), and (b) if the Closing Date occurs, to reimburse each Commitment Party and the Agent on the Closing Date (to the extent an invoice therefor is received by the Invoice Date (as defined in Exhibit C)) or, if invoiced after the Invoice Date, within 30 days following your receipt of the relevant invoice, for all reasonable and documented out- of-pocket expenses (including due diligence expenses and travel expenses, but limited, in the case of legal fees and expenses, to the reasonable fees, charges and disbursements of one counsel to the Agent, one primary counsel to the Commitment Parties set forth on Exhibit B attached hereto and, if reasonably necessary, of one local counsel in any relevant material local jurisdiction to all such persons, taken as a whole), incurred in connection with the Senior Credit Facilities and any related documentation; provided, that such fees and expenses (i) shall exclude allocated costs of in-house counsel and (ii) in the case of any other advisors and consultants, shall be limited solely to advisors and consultants approved by you.

No protected person or any other party hereto shall be liable for any damages arising from the use by others of Information or other materials obtained through electronic, telecommunications or other information transmission systems, in each case, except to the extent any such damages are found in a final non- appealable judgment of a court of competent jurisdiction to have resulted from the gross negligence, bad faith or willful misconduct of, or material breach of this Commitment Letter or the Fee Letter by, such person or entity (or its controlled affiliates and controlling persons and the respective directors, officers, employees, partners, advisors, agents and other representatives). None of the protected persons, you, the Investors, the Target or any of your or their respective affiliates or the respective directors, officers, employees, agents, advisors or other representatives of any of the foregoing shall be liable for any special, indirect, consequential or punitive damages (including, without limitation, any loss of profits, business or anticipated savings) in connection with this Commitment Letter, the Fee Letter, the Senior Credit Facilities (including the use or intended use of the proceeds of the Senior Credit Facilities) or the transactions contemplated hereby; provided, that nothing contained in this sentence shall limit your indemnification obligations hereinabove to the extent such special, indirect, consequential or punitive damages are included in any third party claim unaffiliated with the Commitment Parties in connection with which such protected person is otherwise entitled to indemnification hereunder. You shall not, without the prior written consent of the affected protected person (which consent shall not be unreasonably withheld, conditioned or delayed), effect any settlement or consent to the entry of any judgment of any pending or threatened Proceeding against any protected person in respect of which indemnity could have been sought hereunder by such protected person unless such settlement (a) includes an unconditional release of such protected person in form and substance satisfactory to such protected person from all liability or claims that are the subject matter of such Proceeding, (b) does not include any statement as to any admission of fault, culpability or a failure to act by or on behalf of a protected person and (c) contains customary confidentiality and non-disparagement provisions. Notwithstanding the foregoing, each protected person (and its Related Parties) shall be obligated to refund or return any and all amounts paid by you under this paragraph to such protected person (or its Related Parties) for any losses, claims, damages, liabilities and expenses to the extent such protected person (or its Related Parties) is finally determined not to be entitled to payment of such amounts in accordance with the terms hereof. For purposes hereof, “Related Party” and “Related Parties” of a protected person mean any (or all, as the context may require) of such protected person’s controlled affiliates and controlling persons and its or their respective directors, officers, employees, agents, partners and controlling persons.

In case any Proceeding is instituted involving any protected person for which indemnification is to be sought hereunder by such protected person, then such protected person will promptly notify you of the commencement of any Proceeding; provided, that the failure so to notify you will not relieve you from any liability that you may have to such protected person pursuant to this Section 6. Notwithstanding anything to the contrary contained herein, upon the execution of the Senior Credit Documentation, (a) the relevant provisions of such definitive documentation shall supersede the provisions of the preceding paragraphs and (b) you shall be released from this provision of the Commitment Letter and shall have no further liability or obligation pursuant to this Commitment Letter to reimburse a protected person for losses, claims, damages, liabilities, expenses, fees or any such protected obligations or any other expense reimbursement.

Each Commitment Party, together with its respective affiliates, is a full service financial firm and as such from time to time may (a) effect transactions for its own account or the account of customers, and hold long or short positions in debt or equity securities or loans of companies that may be the subject of the transactions contemplated hereby or (b) provide debt financing, equity capital, investment banking, financial advisory services, securities trading, hedging, financing and brokerage activities and financial planning and benefits counseling to other companies in respect of which you, the Sponsor or the Target and your and their respective subsidiaries may have competing interests. You also acknowledge that the Commitment Parties and their respective affiliates have no obligation to use in connection with the transactions contemplated hereby, or to furnish to you, confidential information obtained from other companies or other persons. With respect to any such securities and/or financial instruments so held by such person or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by or at the direction of the holder of the rights, in its sole discretion. The Commitment Parties and their respective affiliates may have economic interests that conflict with your economic interests and those of the Sponsor or the Target and your and their respective affiliates.

You acknowledge and agree that (a) (i) the arrangement and other services described herein regarding the Senior Credit Facilities are arm’s-length commercial transactions between you and your affiliates, on the one hand, and the Commitment Parties, on the other hand, that do not directly or indirectly give rise to, nor do you rely on, any fiduciary duty on the part of the Commitment Parties, (ii) no Commitment Party has provided any legal, accounting, regulatory or tax advice to you with respect to any of the Transactions and you are not relying on the Commitment Parties for such advice, (iii) you have consulted your own legal, accounting, regulatory and tax advisors to the extent you have deemed appropriate and you are not relying on the Commitment Parties for such advice and (iv) you are capable of evaluating, and understand and accept, the terms, risks and conditions of the transactions contemplated hereby; and (b) in connection with the transactions contemplated hereby, (i) each Commitment Party has been, is, and will be acting solely as a principal and, except as otherwise expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for you or any of your affiliates and (ii) no Commitment Party has any obligation to you or your affiliates, except those obligations expressly set forth in this Commitment Letter and any other agreement with you or any of your affiliates. You further waive and release, to the fullest extent permitted by law, any claims you may have against the Commitment Parties for breach of fiduciary duty or alleged breach of fiduciary duty in connection with this Commitment Letter and agree that the Commitment Parties will have no liability (whether direct or indirect) to you in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on your behalf, including your equity holders, employees or creditors.

This Commitment Letter is entered into on the understanding that neither this Commitment Letter nor the Fee Letter nor any of their terms or substance, as applicable, shall be disclosed by you, directly or indirectly, to any other person without our prior written approval except (a) you and your subsidiaries, the Investors (or any prospective Investors) and to your and their respective directors, officers, employees, affiliates, members, partners, stockholders, attorneys, accountants, independent auditors, agents and other advisors and those of the Target and its subsidiaries and the Target and its subsidiaries themselves, in each case on a confidential basis, (b) to the extent compelled by legal process in, or reasonably necessary to, the defense of such legal, judicial or administrative proceeding, in any legal, judicial or administrative proceeding or as otherwise required by applicable law, rule or regulation or as requested by a governmental authority (in which case you agree, (i) to the extent permitted by law, to inform us promptly in advance thereof and (ii) to use commercially reasonable efforts to ensure that any such information so disclosed is accorded confidential treatment), (c) to the extent reasonably necessary or advisable in connection with the exercise of any remedy or enforcement of any right under this Commitment Letter and/or the Fee Letter, (d) you may disclose the aggregate amount of the fees payable under the Fee Letter as part of Projections, pro forma information and a generic disclosure of aggregate sources and uses, (e) after your acceptance hereof, the Term Sheet, including the existence and contents thereof (but not the Fee Letter), may be disclosed to any Agent, Lender or participant or prospective Agent, Lender or prospective participant in respect of the Senior Credit Facilities and any agent or prospective agent and, in each case, their respective directors (or equivalent managers), officers, employees, affiliates, independent auditors, or other experts and advisors on a confidential basis. The foregoing restrictions shall cease to apply in respect of the existence and contents of this Commitment Letter (but not in respect of the Fee Letter and its contents) and shall automatically terminate on the earlier of the Closing Date or two years following the date on which this Commitment Letter has been accepted by you.

The Commitment Parties shall use all confidential information received by them from or on behalf of the Sponsor, you or your or its respective subsidiaries and other affiliates in connection with the Transactions and the related transactions (including any information obtained by them based on a review of any books and records relating to you, the Target or any of your or their respective subsidiaries or affiliates) solely for the purposes of providing the services that are the subject of this Commitment Letter and shall treat confidentially all such information and the terms and contents of this Commitment Letter, the Fee Letter and the Senior Credit Documentation and shall not publish, disclose or otherwise divulge such information; provided, that nothing herein shall prevent any Commitment Party from disclosing any such information (a) to the extent compelled by legal process in, or reasonably necessary to, the defense of such legal, judicial or administrative proceeding, in any legal, judicial or administrative proceeding or otherwise as required by applicable law, rule or regulation (in which case such Commitment Party shall (i) to the extent permitted by law (including the U.S. Investment Company Act of 1940), inform you promptly in advance thereof and (ii) use commercially reasonable efforts to require that any such information so disclosed is accorded confidential treatment), (b) upon the request or demand of any governmental, regulatory or self- regulatory authority having or purporting to have jurisdiction over such Commitment Party or its affiliates (in which case such Commitment Party shall, except with respect to any audit or examination conducted by bank accountants or any governmental, regulatory or self-regulatory authority exercising examination or regulatory authority, (i) to the extent permitted by law, rule or regulation, notify you promptly in advance thereof and (ii) to use commercially reasonable efforts to ensure that any such information so disclosed is accorded confidential treatment), (c) to the directors (or equivalent managers), officers, employees, investment committee members, members, existing and prospective investors, financing sources, attorneys, accountants, independent auditors, agents, service providers or other experts and advisors of such Commitment Party (collectively, the “Representatives”) and who are informed of the confidential nature of such information and are or have been advised of their obligation to keep information of this type confidential; provided, that such Commitment Party shall be responsible for its Representatives’ compliance with this paragraph; (d) to any Commitment Party and to any Commitment Party’s affiliates and any of their respective Representatives and who are informed of the confidential nature of such information and are or have been advised of their obligation to keep such information confidential; provided, that such Commitment Party shall be responsible for its affiliates’ and their Representatives’ compliance with this paragraph; provided, further, that, unless you otherwise consent, no such disclosure shall be made by any Commitment Party, any affiliate thereof or any of its or their respective Representatives to (i) any affiliate or Representative of such Commitment Party that is a Disqualified Institution (as defined in Exhibit B) and/or (ii) any person that is providing advisory services to the Target and/or any of its subsidiaries in connection with the Merger, (e) to the extent any such information becomes publicly available other than by reason of disclosure by such Commitment Party, its affiliates or its or their respective Representatives in breach of this Commitment Letter or other confidentiality obligation owed to you or your affiliates, or is independently developed by a Commitment Party without the use of any confidential information, (f) for purposes of establishing a “due diligence” defense, (g) subject to the final proviso of this sentence, to any direct or indirect contractual counterparty to any credit default swap, total return swap, total rate of return swap or similar derivative instrument (other than any Disqualified Institution), (h) to the extent any such information becomes available to a Commitment Party or its affiliates from a source which is not known by such Commitment Party (after due inquiry) to be subject to any contractual or fiduciary confidentiality obligation owing to you, the Sponsor, the Target, or any of your or their respective affiliates or related parties and (i) in connection with the exercise of any remedy or enforcement of any right, or the protection of such right under this Commitment Letter and/or the Fee Letter, or to defend and claim or exercise any remedies related to this Commitment Letter and/or Fee Letter; provided, further, that the disclosure of any such information pursuant to clause (g) above shall be made subject to the acknowledgment and acceptance by the relevant recipient that such information is being disseminated on a confidential basis (on substantially the terms set forth in this paragraph or as is otherwise reasonably acceptable to you and each Commitment Party, including, without limitation, as set forth in the any marketing materials) in accordance with the standard syndication processes of the Commitment Parties or market standards for dissemination of such type of information, which shall in any event require “click through” or other affirmative action on the part of the recipient to access such confidential information and acknowledge its confidentiality obligations in respect thereof. The provisions of this paragraph shall automatically terminate on the date that is two years following the date of this Commitment Letter unless earlier superseded by the Senior Credit Documentation. It is understood and agreed that (i) no Commitment Party may advertise or promote its role in arranging or providing any portion of any Senior Credit Facility in any public publications in the form of a “tombstone” advertisement or otherwise (including in any newspaper or other periodical) without the prior written consent of the Borrower (which consent shall not be unreasonably withheld, conditioned or delayed) and (ii) no Commitment Party may promote its role in arranging or providing any portion of any Senior Credit Facility in any other communications, including on any website or similar place for dissemination of information on the internet, as part of a “case study” incorporated into promotional materials, without the prior written consent of the Borrower (which consent shall not be unreasonably withheld, conditioned or delayed). For the avoidance of doubt, in no event shall any disclosure of information referred to above be made to any Disqualified Institution. Notwithstanding the foregoing, with respect to any Lender that is an investment company registered under the U.S. Investment Company Act of 1940, such Lender may, without any notice, identify the Borrower, the value (and valuation methodology) of such Lender’s holdings in the Senior Credit Facilities and other applicable information in accordance with its investment reporting practices.

This Commitment Letter and the commitments hereunder shall not be assignable by any party hereto (except by you to the ultimate Borrower or one or more of your affiliates that is a newly formed wholly- owned domestic “shell” company controlled, directly or indirectly, by the Sponsor to effect the consummation of the Merger) without the prior written consent of each other party hereto (and any purported assignment without such consent shall be null and void), is intended to be solely for the benefit of the parties hereto and, to the extent expressly provided in Section 6 above, the indemnified persons, and is not intended to and does not confer any benefits upon, or create any rights in favor of, any person other than the parties hereto and, to the extent expressly provided in Section 6 above, the indemnified persons. Each Commitment Party reserves the right to assign its obligations to any affiliate thereof (other than Disqualified Institutions) or to employ the services of its affiliates (other than Disqualified Institutions) in fulfilling its obligations contemplated hereby; it being understood that any such affiliate shall be entitled to the benefits afforded to, and subject to the obligations of, such Commitment Party hereunder; provided, that (a) no Commitment Party shall be relieved of any obligation hereunder in the event that any affiliate through which it performs its obligations hereunder fails to perform the same in accordance with the terms hereof and (b) the assigning Commitment Party shall be responsible for any breach by any affiliate of any obligations assigned to it in accordance with this sentence. This Commitment Letter may not be amended or waived except by an instrument in writing signed by you and each Commitment Party. Any provision of this Commitment Letter that provides for, requires or otherwise contemplates any consent, approval, agreement or determination by the Borrower on or prior to the Closing Date shall be construed as providing for, requiring or otherwise contemplating your consent, approval, agreement or determination (unless you otherwise notify the other parties hereto). This Commitment Letter may be executed in any number of counterparts, each of which shall be deemed to be an original, and all of which, when taken together, shall constitute one agreement. Delivery of an executed signature page of this Commitment Letter by facsimile or other electronic transmission (including “.pdf, “.tif” or similar format) shall be effective as delivery of a manually executed counterpart hereof. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Commitment Letter and/or any document to be signed in connection with this Commitment Letter and the transactions contemplated hereby shall be deemed to include Electronic Signatures (as defined below), deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be. “Electronic Signatures” means any electronic symbol or process attached to, or associated with, any contract or other record and adopted by a person with the intent to sign, authenticate or accept such contract or record. This Commitment Letter and the Fee Letter are the only agreements that have been entered into among us and you with respect to the Senior Credit Facilities and set forth the entire understanding of the parties with respect hereto and thereto, and supersede all prior agreements and understandings related to the subject matter hereof.

This Commitment Letter, and any claim, controversy or dispute arising under or related to this Commitment Letter, (whether in tort, contract (at law or in equity) or otherwise), shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York; provided, that, notwithstanding the preceding sentence and the governing law provisions of this Commitment Letter and the Fee Letter, as applicable, it is understood and agreed that (a) the interpretation of the definition of “Company Material Adverse Effect” (as defined in the Merger Agreement and used herein as defined therein) (and whether or not a Company Material Adverse Effect has occurred), (b) the accuracy of any Specified Acquisition Agreement Representations and whether as a result of any inaccuracy thereof you or your applicable affiliate have the right or would have the right (without regard to any notice requirement but taking into account any applicable cure provisions) to terminate your obligations (or to refuse to consummate the Merger) under the Merger Agreement and (c) the determination of whether the Merger has been consummated in accordance with the terms of the Merger Agreement and, in any case, claims or disputes arising out of any such interpretation or determination or any aspect thereof (other than, in all cases, any claims or disputes against each Commitment Party, Agent or Lenders that do not involve such a determination), in each case, shall be governed by and construed and enforced in accordance with the internal laws of the State of Delaware applicable to agreements executed and performed entirely within such State. Each of the parties hereto irrevocably agrees to waive, to the fullest extent permitted by applicable law, all right to trial by jury in any suit, action, proceeding or counterclaim (whether based upon contract, tort or otherwise) related to or arising out of the Merger, this Commitment Letter, the Fee Letter or the performance by us or any of our affiliates of the services contemplated hereby.

Each of the parties hereto agrees that each of this Commitment Letter and the Fee Letter is a binding and enforceable agreement with respect to the subject matter contained herein or therein (including an obligation to negotiate in good faith); it being acknowledged and agreed that the commitments to fund the Senior Credit Facilities are subject only to the Exclusive Funding Conditions including the execution and delivery of the Senior Credit Documentation by the Loan Parties (solely as such execution and delivery relate to the Senior Credit Facilities) in a manner consistent with this Commitment Letter; provided, that nothing contained in this Commitment Letter obligates you or any of your affiliates to consummate the Merger or to draw down any portion of any of the Senior Credit Facilities.

Each of the parties hereto irrevocably and unconditionally (a) submits to the exclusive jurisdiction of any state or federal court sitting in the Borough of Manhattan in the City of New York (or any appellate court therefrom) over any suit, action or proceeding arising out of or relating to this Commitment Letter or the Fee Letter, (b) agrees that all claims in respect of any such suit, action or proceeding shall be heard and determined in such New York state or, to the extent permitted by law, federal court and (c) agrees that a final, non-appealable judgment in any such suit, action or proceeding may be enforced in other jurisdictions in any manner provided by law; provided, that with respect to any suit, action or proceeding arising out of or relating to the Merger Agreement or the transactions contemplated thereby and which does not involve claims against us or the Lenders or any indemnified person, this sentence shall not override any jurisdiction provision set forth in the Merger Agreement; provided, further, that any determination of compliance with an Specified Acquisition Agreement Representation or the existence of a Company Material Adverse Effect shall be determined pursuant to the law governing the Merger Agreement as applied to the Merger Agreement. You and we agree that service of any process, summons, notice or document by registered mail addressed to such person shall be effective service of process against such person for any suit, action or proceeding brought in any such court. Each of the parties hereto hereby irrevocably and unconditionally waives any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding has been brought in an inconvenient forum.

Each of the Commitment Parties hereby notifies you that, pursuant to the requirements of the USA PATRIOT Act, Title III of Pub. L. 107-56 (signed into law on October 26, 2001) (the “PATRIOT Act”) and the requirements of 31 C.F.R. § 1010.230 (the “Beneficial Ownership Regulation”), is required to obtain, verify and record information that identifies each Loan Party, which information includes names, addresses, tax identification numbers and other information that will allow each Lender to identify each Loan Party in accordance with the PATRIOT Act. This notice is given in accordance with the requirements of the PATRIOT Act and is effective for the Commitment Parties and each Lender.

The Fee Letter and the indemnification, confidentiality, jurisdiction, governing law, sharing of information, no agency or fiduciary duty, waiver of jury trial, service of process and venue provisions contained herein shall remain in full force and effect regardless of whether the Senior Credit Documentation is executed and delivered and notwithstanding the termination or expiration of this Commitment Letter or the commitments hereunder; provided, that your obligations under this Commitment Letter shall automatically terminate and be of no further force and effect (and be superseded by the Senior Credit Documentation) on the Closing Date and you shall automatically be released from all liability hereunder in connection therewith at such time. Subject to the preceding sentence, you may terminate this Commitment Letter and/or, on a pro rata basis among the Initial Lenders, the Initial Lenders’ commitments hereunder with respect to the Senior Credit Facilities in whole or in part upon written notice to the Initial Lenders at any time.

If the foregoing correctly sets forth our agreement, please indicate your acceptance of our offer (such date of acceptance, the “Acceptance Date”) as set forth in this Commitment Letter and the Fee Letter by returning to us executed counterparts of this Commitment Letter and of the Fee Letter not later than 11:59 p.m., New York City time, on June 29, 2021. Such offer will remain available for acceptance until such time, but will automatically expire at such time if we have not received such executed counterparts in accordance with the preceding sentence. This Commitment Letter and the commitments and undertakings of each Commitment Party hereunder shall automatically terminate upon the first to occur of (i) the date that is five business days after the Outside Date (as defined in the Merger Agreement as in effect on the date hereof), (ii) the date of the termination of the Merger Agreement in accordance with its terms or by you or with your written consent, prior to the closing of the Merger, (iii) the date of the closing of the Merger with or without the use of the Senior Credit Facilities and (iv) the Closing Date; provided, that the termination of any commitment pursuant to this sentence does not prejudice our or your rights and remedies in respect of any breach of this Commitment Letter that occurred prior to any such termination.

[Signature Pages Follow]

We are pleased to have been given the opportunity to assist you in connection with this important financing.

[Signature Page to Project Annie Commitment Letter]

[Signature Page to Project Annie Commitment Letter]

[Signature Page to Project Annie Commitment Letter]

Accepted and agreed to as of the date first above written:

PROJECT QUICK PARENT, LLC

PROJECT QUICK MERGER SUB, INC.

[Signature Page to Project Annie Commitment Letter]

EXHIBIT A

Project Annie Transaction Summary

Project Quick Merger Sub, Inc., a Delaware corporation (the “Merger Sub” or “you” or, prior to the consummation of the Merger (as defined below), the “Borrower”), a wholly owned subsidiary of Project Quick Parent, LLC, a Delaware limited liability company (“Holdings”), controlled directly or indirectly by Thoma Bravo, L.P. (formerly known as Thoma Bravo, LLC) and/or its affiliates and associated funds (collectively, the “Sponsor”; the Sponsor together with other investors, which may include members of management of the Target and its subsidiaries and certain other direct or indirect existing equity holders of the Target, collectively, the “Investors”), intend, directly or indirectly, to acquire up to 100% of the issued share capital (the “Target Shares”) in an entity previously identified to us by you as QAD, Inc. a Delaware corporation (“Target” and after the consummation of the Merger (as hereinafter defined), the “Borrower”), through the merger of Merger Sub with and into the Target, with the Target as the surviving entity as a direct, wholly owned subsidiary of Holdings all as set forth in the Merger Agreement (as defined below). In connection therewith:

(a)         Merger Sub and Holdings have entered into the Agreement and Plan of Merger, dated as of June 28, 2021 (together with all exhibits, schedules and disclosure letters thereto, as amended, supplemented, modified or waived from time to time in accordance with the terms hereof, the “Merger Agreement”) with and among Target and each other person party thereto;

(b)         following the date hereof, the Investors (together with any rollover equity and any management co-investors) will, directly or indirectly, contribute cash (or rollover equity) to the capital of Holdings (or otherwise on terms reasonably acceptable to the Commitment Parties) the proceeds of which will be, directly or indirectly, contributed to Merger Sub as common equity (or if not common equity, other equity interests acceptable to the Commitment Parties) (collectively, the “Equity Contribution”), which will be used to fund the Transactions (as defined below), which Equity Contribution will constitute an aggregate amount of not less than 50% of the sum of (A) the aggregate proceeds of the loans under the Senior Term Facility borrowed on the Closing Date (as defined below) (excluding amounts drawn under the Revolving Facility for working capital) and (B) the aggregate amount of the Equity Contribution; provided, that, after giving effect to the Transactions, the Sponsor will own and control, directly or indirectly, a majority of the voting and economic equity interests of the Borrower as of the Closing Date;

(d)         the Borrower will obtain senior secured credit facilities comprised of (i) a $750.0 million senior secured term loan facility (the “Senior Term Facility”), and (ii) a $75.0 million senior secured revolving credit facility (the “Revolving Facility” and together with the Senior Term Facility, the “Senior Credit Facilities”);

(e)          the Merger will be consummated; and

(f)          the fees, premiums, expenses and other transaction costs incurred in connection with the preceding transactions, including to fund any upfront fees (the “Transaction Costs”), will be paid.

The transactions described above are collectively referred to as the “Transactions”. For purposes of the Commitment Letter and the Fee Letter, “Closing Date” shall mean the initial funding of the Senior Credit Facilities and the date of the consummation of the Merger.

EXHIBIT B

Project Annie

Senior Credit Facilities

Summary of Principal Terms and Conditions

Set forth below is a summary of the principal terms and conditions for the Senior Credit Facilities. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Commitment Letter to which this Exhibit B is attached or on Exhibit A or Exhibit C (including the Annexes hereto and thereto) attached thereto.

PARTIES

provided, further, that, the guaranty of any Irish Subsidiary shall not apply to any liability to the extent that it would (A) result in the Guaranty constituting unlawful financial assistance within the meaning of section 82 of the Companies Act 2014 of Ireland; or (B) constitute a breach of section 239 of the Companies Act 2014 of Ireland.

Notwithstanding the foregoing, the Borrower may elect in its sole discretion to cause any Restricted Subsidiary that is not a Guarantor to guarantee the obligations in a manner consistent with the Senior Credit Documentation Considerations and subject to limitations on subsequent release of such Guarantors to be agreed.

For purposes of the Senior Credit Documentation, (a) “Domestic Subsidiary” means any direct or indirect subsidiary of the Borrower that is organized under the laws of the United States, any state thereof or the District of Columbia, (b) “Irish Subsidiary” means any direct or indirect subsidiary of the Borrower that is incorporated under the laws of Ireland, (c)   “Irish Subsidiary Holdco” means any direct parent of an Irish Subsidiary, and (d) “Foreign Subsidiary” means any direct or indirect subsidiary of the Borrower that is not a Domestic Subsidiary, Irish Subsidiary or Irish Subsidiary Holdco, (d) “Restricted Subsidiary” means any direct or indirect subsidiary of the Borrower other than any Unrestricted Subsidiary (as defined below) and (d) “Excluded Swap Obligation” means any obligation under any Secured Hedging Agreement if and to the extent that all or a portion of the Guaranty of the relevant Guarantor, or the grant by the relevant Guarantor of a security interest to secure such obligation is or becomes illegal or unlawful under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of the relevant Guarantor’s failure to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder (after giving effect to a customary “keepwell” provision applicable under the Guaranty).

Notwithstanding the foregoing, the release of any Guarantor on the basis that such Guarantor has ceased to be a wholly owned Restricted Subsidiary of the Borrower shall be subject to limitations to be agreed, including, but not limited to, the requirements that (i) the Borrower shall have capacity under the limitations on investments to designate such subsidiary as a non- Guarantor as if the Borrower were making an investment in such Guarantor (measuring such investment as the fair market value of such subsidiary at the time of such designation), (ii) any such transaction is not entered into for the primary purpose of evading the collateral and guarantee requirement and (iii) no released Guarantor shall own or exclusively license any material intellectual property.

No Letter of Credit shall have an expiration date after the earlier of (a) one year after the date of issuance or such longer period of time as may be agreed to by the applicable Issuing Lender and (b) five business days prior to the Revolving Termination Date; provided, that any standby Letter of Credit with a one-year tenor may provide for automatic or “evergreen” renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (b) above unless cash collateralized or backstopped pursuant to arrangements reasonably satisfactory to the Issuing Lender thereof).

Any drawing under any Letter of Credit shall be reimbursed by the Borrower (including through a deemed borrowing of Revolving Loans) within one business day after notice of such drawing is received by the Borrower from the relevant Issuing Lender. To the extent that the Borrower does not so reimburse the Issuing Lender within such time period, the Lenders under the Revolving Facility (collectively, the “Revolving Lenders”) shall be irrevocably and unconditionally obligated to fund participations in the reimbursement obligations on a pro rata basis based on their respective Revolving Commitments.

Letters of Credit may be issued on the Closing Date in the ordinary course of business and to replace or provide credit support for any existing letters of credit or guarantees (including by “grandfathering” or “rolling over” such existing letters of credit into the Revolving Facility).

provided, that, (x) unless the Borrower otherwise elects, each Senior Incremental Facility shall be deemed to be incurred first, in reliance on the Senior Incremental Incurrence-Based Component and second, to the extent the amount thereof exceeds the amount then permitted to be incurred in reliance on the Senior Incremental Incurrence-Based Component, to the extent of such excess, in reliance on the Fixed Incremental Amount or such other component of the Senior Incremental Cap as the Borrower shall elect and (y) any Indebtedness originally incurred under the Fixed Incremental Amount or such other component of the Senior Incremental Cap shall be automatically deemed redesignated as having been incurred under the Senior Incremental Incurrence-Based Component, so long as at the time of such redesignation, the Borrower would be permitted to incur under the Senior Incremental Incurrence-Based Component the aggregate principal amount of Indebtedness being so redesignated.

provided, further, that, in each case, at the time of the addition thereof:

Any Senior Incremental Facility may be provided by existing Lenders or other persons designated by the Borrower who become Lenders in connection therewith (subject to, in the case of any Incremental Revolving Facility, to the consent of the Agent and each Issuing Lender if such consent would be required under the heading “Assignments and Participations” below for assignments or participations of Loans or commitments, as applicable, to the relevant person (in each case, such consent not to be unreasonably withheld, conditioned or delayed)); provided, that, in each case, the Borrower shall offer any proposed Senior Incremental Facility first to the Lenders, who shall be entitled to participate in the Senior Incremental Facility pro rata in accordance with their holdings of the Senior Term Loans or their Revolving Commitments, as applicable; provided, further, that no existing Lender will be obligated to provide any such Senior Incremental Facility and the Sponsor’s ability to provide any part of any Senior Incremental Facility shall be subject to the relevant restrictions and requirements on Affiliated Lenders as set forth under the heading “Assignments and Participations” below.

The proceeds of any Senior Incremental Facility may be used by the Borrower and its subsidiaries for working capital and other general corporate purposes, including the financing of acquisitions and other investments, restricted payments, and any other use not prohibited by the Senior Credit Documentation.

Notwithstanding the foregoing, to the extent the proceeds of any Senior Incremental Facility are intended to be applied to finance an acquisition or other investment that is a Limited Condition Transaction permitted under the Senior Credit Documentation, the conditions to entering into and availability of such Senior Incremental Facility (including applicability of customary “SunGard” or other “certain funds” conditionality provisions), and the timing of satisfaction or waiver of any such conditions (as between being satisfied or waived upon execution of an amendment evidencing such Senior Incremental Facility, upon the date of signing of the definitive documentation for such acquisition or investment, or upon the making of any loans thereunder), shall be as agreed to among the Borrower and the lenders in respect of such Senior Incremental Facility. There shall be no requirement for the Borrower to bring down representations and warranties in connection with the addition of or borrowing under any Senior Incremental Facility (other than with respect to absence of a payment or bankruptcy default as of the applicable date of funding), unless, and to the extent otherwise required by, the lenders providing such Senior Incremental Facility.

The Senior Credit Documentation will permit the Borrower to issue notes or borrow loans (or obtain commitments in respect thereof) in lieu of loans (or commitments) under the Senior Incremental Facility (“Incremental Equivalent Debt”) that are (at the option of the Borrower) unsecured or secured by the Collateral on a pari passu or junior basis so long as the applicable conditions to borrowing loans under a Senior Incremental Facility would have been satisfied (other than, for the avoidance of doubt, the requirements described in clauses (iv) (except as provided in clause (a) of this paragraph) and (vi)(b) of the second proviso set forth under the heading “Senior Incremental Facilities”); provided, that (a) Incremental Equivalent Debt that is pari passu in right of payment and in right of security with the Senior Term Loans (other than customary high-yield notes or Extendable Bridge Loans in respect thereof) shall be subject to the MFN Provision, (b) Incremental Equivalent Debt the proceeds of which is intended to be applied to finance an acquisition or other investment constituting a Limited Condition Transaction that is permitted under the Senior Credit Documentation shall be subject to such conditionality as is consistent with the provisions of the immediately preceding paragraph and (c) the aggregate principal amount of Incremental Equivalent Debt incurred by Restricted Subsidiaries other than Guarantors are obligated shall be subject to a cap (with a growth component based on a corresponding percentage of TTM Consolidated EBITDA) to be agreed.

As used herein:

The Senior Credit Documentation will specify Consolidated EBITDA for the four-fiscal quarter period prior to the Closing Date (subject to pro forma and other adjustments).

Refinancing Facility:                  The Borrower shall have the right to refinance and/or replace the Senior Term Loans (and loans under any Senior Incremental Term Facility) and/or Revolving Loans and Revolving Commitments (and loans and commitments under any Incremental Revolving Facility) in whole or in part with (x) one or more new term facilities (each, a “Refinancing Term Facility”) or new revolving credit facilities (each, a “Refinancing Revolving Facility” and, together with any Refinancing Term Facility, a “Refinancing Facility” or the “Refinancing Facilities”) under the Senior Credit Documentation with the consent of the Borrower and the institutions providing such Refinancing Facility and/or (y) one or more series of notes or loans, in the case of each of clauses (x) and (y), that shall be pari passu with or junior to the remaining portion of the applicable Senior Credit Facilities in right of payment and/or security and/or be unsecured (such notes or loans, the “Refinancing Notes”); provided, that:

Notwithstanding the foregoing, any prepayment made in connection with (i) an initial public offering or (ii) a “change of control” or the sale of all or substantially all of the assets of the Borrower and its Restricted Subsidiaries will be subject to the following prepayment premiums (expressed as a percentage of the outstanding principal amount of the Senior Term Loans that are being prepaid or subject to the mandatory assignment) as set forth opposite the relevant period from the Closing Date as indicated below):

Mandatory prepayments of the Senior Term Loans shall be applied to the installments of principal thereof as directed by the Borrower (or in the absence of direction from the Borrower, in the direct order of maturity); provided, that the Senior Credit Documentation will provide that, in the case of any mandatory prepayment in respect of excess cash flow or any asset sale or casualty or condemnation event, the Borrower may apply the net cash proceeds thereof ratably to the payment of the Senior Term Loans and any other permitted indebtedness that is secured by Collateral on a pari passu basis with the Senior Term Loans.

If the Borrower determines in good faith that any prepayment described under clause (b) and/or clause (c) above (a) in the case of any prepayment attributable to any Foreign Subsidiary, would violate or conflict with any local law (e.g., financial assistance, corporate benefit, thin capitalization, capital maintenance and similar legal principles, restrictions on upstreaming of cash intra group and the fiduciary and statutory duties of the directors of the relevant subsidiaries), (b) would require the Borrower or any Restricted Subsidiary to incur a tax liability or would otherwise result in adverse tax consequences (in each case, that are not de minimis) to Holdings, any other direct or indirect parent of the Borrower, the Borrower or any subsidiary of the Borrower or (c) would violate any organizational document (or any relevant shareholders’ or similar agreement) or other material contract, in each case if the amount subject to the relevant prepayment were upstreamed or transferred (any amount limited as set forth in clauses (a) through (c) of this paragraph, a “Restricted Amount”), the amount of the relevant prepayment shall be reduced by the Restricted Amount; provided, however, that the Restricted Amount may be retained by the Borrower if the applicable prohibition, delay, or adverse consequences remain (it being understood that to the extent such prohibition, delay or material adverse consequences cease to exist, the Borrower shall make such prepayment in the amount that would otherwise have been required) and provided that the Borrower shall take commercially reasonable actions to permit the repatriation of Restricted Amounts without such adverse consequences.

Any Lender (each a “Declining Lender”) may elect not to accept any mandatory prepayment other than in the case of clause (a) above. Any prepayment amount declined by a Declining Lender (any such declined payment, the “Declined Proceeds”) will be an addition to the Available Basket (as defined below).

The Revolving Loans shall be mandatorily prepaid and the Letters of Credit shall be cash collateralized or otherwise “backstopped” (in an amount not to exceed 103% of the undrawn face amount thereof) or replaced solely to the extent all such extensions of credit under the Revolving Facility exceed the Revolving Commitments.

Notwithstanding the foregoing, the Collateral will exclude:

Notwithstanding anything to the contrary contained herein:

The Senior Credit Documentation will authorize and require the Agent to enter into any Acceptable Intercreditor Agreement which allows (at the Borrower’s option) additional debt that is permitted to be incurred and secured under the Senior Credit Documentation to be secured on a pari passu or junior basis with the Senior Credit Facilities, to the extent otherwise permitted hereunder.

CERTAIN CONDITIONS

The Senior Credit Documentation will contain a standstill provision prohibiting the exercise of remedies related to any breach of the Financial Covenant until after the Cure Expiration Date.

Notwithstanding anything to the contrary contained herein, it being understood that the lien on any Collateral that is the subject of a Disposition (other than to the Borrower or a Loan Party) permitted under the Senior Credit Documentation will be automatically released upon the consummation of such Disposition.

The limitations on Investments, Restricted Payments and Restricted Debt Payments referenced above shall be subject to a carve-out for a “building” or “growth” basket (the “Available Basket”), in each case, subject to terms and conditions to be agreed and consistent with the Senior Credit Documentation Considerations, in a cumulative amount equal to: (i) the greater of $35 million and 35% of TTM Consolidated EBITDA (the “Starter Amount”), plus (b) a growth amount (the “Growth Amount”) based on the retained portion of Excess Cash Flow, which amount shall not be negative in any fiscal year, which will accumulate on an annual basis plus (c) additional amounts subject to terms and conditions to be agreed and consistent with the Senior Credit Documentation Considerations. Utilization of (i) the Growth Amount and Starter Amount shall be subject to the absence of any ongoing event of default and (ii) the Growth Amount for purposes of making (A) Restricted Payments (other than Restricted Investments) shall be subject to pro forma compliance with Total Leverage Ratio of less than 6.25:1.00, (B) Restricted Debt Payments shall be subject to pro forma compliance with a Total Leverage Ratio of less than 6.50:1.00 and (C) Restricted Investments shall be subject to pro forma compliance with Financial Covenant.

The Senior Credit Documentation will contain provisions pursuant to which, subject to customary limitations on investments in Unrestricted Subsidiaries, the Borrower will be permitted to designate (or re-designate) any existing or subsequently acquired or organized Restricted Subsidiary as an “unrestricted subsidiary” (each, an “Unrestricted Subsidiary”) and designate (or re-designate) any such Unrestricted Subsidiary as a Restricted Subsidiary; provided, that immediately after giving effect to any such designation or re-designation, no payment or bankruptcy event of default shall exist and the Borrower and its Restricted Subsidiaries shall be in pro forma compliance with the Financial Covenant. Unrestricted Subsidiaries (and the sale of any equity interests therein or any assets thereof) will not be subject to the mandatory prepayment, representations and warranties, affirmative or negative covenants, Financial Covenant or event of default provisions of the Senior Credit Documentation. The redesignation of any Unrestricted Subsidiary as a Restricted Subsidiary shall be deemed to constitute the incurrence of indebtedness and liens of such subsidiary and a return on Investment and the designation of a Restricted Subsidiary as an Unrestricted Subsidiary shall be deemed to constitute the incurrence of an investment. No Subsidiary may be designated as an Unrestricted Subsidiary if at the time of designation or immediately after giving effect thereto, it shall own any equity interest or loan of any Restricted Subsidiary.

The Senior Credit Documentation will provide that (a) Unrestricted Subsidiaries shall not (i) individually, exceed an aggregate percentage of Consolidated EBITDA or consolidated total assets of the Borrower and its Restricted Subsidiaries at the time of designation thereof in an amount to be agreed and (ii) in the aggregate for all such Unrestricted Subsidiaries taken as a whole, exceed an aggregate percentage of Consolidated EBITDA or consolidated total assets of the Borrower and its Restricted Subsidiaries at the time of designation thereof in an amount to be agreed, (b) the Borrower and its Restricted Subsidiaries may not distribute any material intellectual property (to be defined in the Credit Documentation, but it being understood and agreed that “non-core intellectual property” (to be defined in the Credit Documentation) shall not constitute as material intellectual property) to its equity holders, (c) no subsidiary of the Borrower may be designated as an Unrestricted Subsidiary if it owns material intellectual property at the time of designation, (d) no Loan Party may transfer, assign or exclusively license any material intellectual property to any person other than the Borrower or a Subsidiary Guarantor and (e) neither the Borrower nor any Restricted Subsidiary may transfer, assign or exclusively license any material intellectual property to any Unrestricted Subsidiary. The Senior Credit Documentation will contain certain other restrictions with respect to material intellectual property to be mutually reasonably agreed (but in any event shall permit non-exclusive licensing in the ordinary course of business).

The Senior Credit Documentation will contain provisions to permit the amendment and extension and/or replacement of the Senior Credit Facilities (including any Senior Incremental Facility), which may be provided by existing Lenders or, in the case of any Revolving Facility, subject to the consent of the Agent, and each Issuing Lender (in each case, not to be unreasonably withheld, conditioned or delayed) if required under the heading “Assignments and Participations” below and subject to the limitations set forth therein, other persons who become Lenders in connection therewith, in each case without the consent of any other Lender.

The Senior Credit Documentation will permit the Agent and the Borrower to enter into one or more amendments thereto to incorporate the provisions of any Senior Incremental Facility made available without any Lender’s consent, so long as the purpose of such amendment is solely to incorporate the appropriate provisions for such Senior Incremental Facility in the Senior Credit Documentation.

The Senior Credit Documentation will permit amendments thereof without the approval or consent of the Lenders to effect a permitted “repricing transaction” (i.e., a transaction in which any tranche of Senior Term Loans is refinanced with a replacement tranche of term loans, or is modified with the effect of, bearing a lower rate of interest) other than any Lender holding Senior Term Loans subject to such “repricing transaction” that will continue as a Lender in respect of the repriced tranche of Senior Term Loans or modified Senior Term Loans.

The Senior Credit Documentation will contain provisions allowing the Borrower to replace or terminate the commitment of such Lender and prepay such Lender’s outstanding Loans under one or more of the Senior Credit Facilities (as the Borrower shall elect) (1) any non-consenting Lender in connection with amendments and waivers requiring the consent of all Lenders or of all Lenders directly affected thereby (so long as the Required Lenders or a majority (in principal amount) of the relevant group of affected Lenders, as the case may be, consent), (2) any Lender who makes a claim for increased costs, taxes, etc. and (3) any “defaulting” or insolvent Lender.

In addition, if the Agent and the Borrower shall have jointly identified an obvious error or any error or omission of a technical or administrative nature in the Senior Credit Documentation for any of the Senior Credit Facilities, then the Agent and the Borrower shall be permitted to amend such provision without any further action or consent of any other party.

“Disqualified Institution” means:

(a)(i) any person identified in writing to the Lead Arrangers on or prior to the date hereof or after the date hereof and prior to the Closing Date if reasonably agreed by the Lead Arrangers or, if after the Closing Date, if reasonably agreed by the Agent and (ii) any affiliate of any person described in clause (i) above that is either clearly identifiable by its name as such an affiliate or is identified in a written notice to the Lead Arrangers (if after the date hereof and prior to the Closing Date) or to the Agent (if after the Closing Date) (each such person, a “Disqualified Lending Institution”); and/or

(b)(i) any person that is a competitor of the Borrower and/or any of its Subsidiaries and/or the Target and/or any of its subsidiaries (each such person, a “Competitor”) and/or any affiliate of any Competitor, in each case, that is identified to the Lead Arrangers on or prior to the date hereof, (ii) any person that is a Competitor identified in writing to the Lead Arrangers (if after the date hereof and prior to the Closing Date) or the Agent (if after the Closing Date) and (iii) any affiliate of any person described in clauses (i) and/or (ii) above that is either clearly identifiable by its name as such an affiliate or is identified in a written notice to the Lead Arrangers (if after the date hereof and prior to the Closing Date) or the Agent (if after the Closing Date) (it being understood and agreed that no Competitor Debt Fund Affiliate (as defined below) of any Competitor may be designated as a Disqualified Institution pursuant to this clause (b)(iii)); and/or

(c) excluded Affiliates (to be defined in the Credit Documentation);

provided that no written notice delivered pursuant to clauses (a)(ii), (b)(ii) and/or (b)(iii) above shall apply retroactively to disqualify any person that has previously acquired an assignment or participation or allocation in any Senior Credit Facility.

“Competitor Debt Fund Affiliate” means, with respect to any Competitor or any affiliate thereof, any diversified debt fund, investment vehicle, regulated bank entity or unregulated lending entity (in each case, other than any Disqualified Lending Institution) that is (i) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of business and (ii) managed, sponsored or advised by any person that is controlling, controlled by or under common control with the relevant Competitor or affiliate thereof, but only to the extent that no personnel involved with the investment in the relevant Competitor (A) makes (or has the right to make or participate with others in making) investment decisions on behalf of, or otherwise cause the direction of the investment policies of, such debt fund, investment vehicle, regulated bank entity or unregulated entity with respect to decisions involving any investment in debt of the Borrower or any of its Subsidiaries or (B) has access to any information (other than information that is publicly available) relating to Holdings and/or the Borrower and/or the Target and/or any of their respective subsidiaries.

The Agent shall not be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce, compliance with the provisions relating to Disqualified Institutions. Without limiting the generality of the foregoing, the Agent shall not (x) be obligated to ascertain, monitor or inquire as to whether any Lender or participant or prospective Lender or participant is a Disqualified Institution or (y) have any liability with respect to or arising out of any assignment or participation of loans, or disclosure of confidential information, to, or the restrictions on any exercise of rights or remedies of, any Disqualified Institution.

The Senior Credit Documentation shall provide that Senior Term Loans may be purchased by and assigned to (x) any Non-Debt Fund Affiliate (as defined below) and/or (y) Holdings, the Borrower and/or any subsidiary of the Borrower (the persons in clauses (x) and (y) above collectively, but excluding any Debt Fund Affiliate, “Affiliated Lenders”) on a non-pro rata basis through Dutch auctions open to all Lenders holding Senior Term Loans on a pro rata basis in accordance with customary procedures to be mutually agreed and/or open market purchases, notwithstanding any consent requirement set forth above; provided, that:

Notwithstanding the foregoing, (a) the Senior Credit Documentation shall permit (but not require) any Non-Debt Fund Affiliate to contribute any assigned Senior Term Loan to Holdings, the Borrower or any its Subsidiaries for purposes of cancelling such Senior Term Loan (and any such contribution shall be treated as an equity contribution that builds the Available Basket by an amount equal to the purchase price of the Senior Term Loans so cancelled), (b) each Affiliated Lender shall have the right to vote on any amendment, modification, waiver or consent that would require the vote of all Lenders or the vote of all Lenders directly and adversely affected thereby and (c) no amendment, modification, waiver or consent shall affect any Affiliated Lender (in its capacity as a Lender) in a manner that is disproportionate to the effect on any Lender of the same class or that would deprive such Affiliated Lender of its pro rata share of any payments to which it is entitled.

In addition, the Senior Credit Documentation shall provide that Senior Term Loans may be purchased by and assigned to any Debt Fund Affiliate, notwithstanding any requirements set forth above through (a) Dutch auctions open to all relevant Lenders on a pro rata basis in accordance with customary procedures and/or (b) open market purchases on a non-pro rata basis; provided, that for any Required Lender vote, Debt Fund Affiliates may not, in the aggregate, account for more than 49.9% of the amounts included in determining whether the Required Lenders have consented to the relevant amendment, waiver or other action; it being understood and agreed that any Senior Term Loans accounting for more than 49.9% of the amounts included in determining whether the Required Lenders have consented to any relevant amendment, waiver or other action will be deemed to be voted pro rata to the relevant class of Lenders that are not Debt Fund Affiliates. The provisions of the second preceding paragraph shall not apply to any Debt Fund Affiliate, and each Lender shall be permitted to assign or participate all or a portion of such Lender’s Senior Term Loans to any Debt Fund Affiliate without regard to the foregoing provisions (but subject to the proviso set forth in the immediately preceding sentence).

“Non-Debt Fund Affiliate” means the Sponsor or any of its affliates (other than any affiliate of the Sponsor that is a Debt Fund Affiliate or any natural person).

“Debt Fund Affiliate” means any affiliate of Holdings or the Sponsor (other than a natural person) that is primarily engaged in, or advises funds or other investment vehicles that are engaged in, making, purchasing, holding or otherwise investing in commercial loans, bonds and similar extensions of credit in the ordinary course and whose managers have fiduciary duties to the third-party investors in such fund or investment vehicle independent of or in addition to their duties to Holdings or the Sponsor.

The Senior Credit Documentation shall contain a customary tax gross up and shall (a) contain provisions regarding the timing for asserting a claim in respect of yield protection and (b) require that each Lender asserting any such claim with respect to yield protection certify to the Borrower that it is generally requiring reimbursement for the relevant amounts from similarly situated borrowers under comparable syndicated credit facilities as a matter of policy.

The Agent, the Lead Arranger and the Lenders (and their respective affiliates and controlling persons (and each of their respective officers, directors, employees, agents and representatives and each other person controlling any of the foregoing) (each, a “protected person”) will be indemnified for and held harmless against, any actual losses, claims, damages, liabilities or expenses (but limited, in the case of legal fees and expenses, to the actual reasonable and documented out-of-pocket fees, disbursements and other charges of one counsel to all protected persons taken as a whole and, solely in the case of an actual or perceived conflict of interest, one additional counsel to all affected protected persons taken as a whole, and, if reasonably necessary, one local counsel in any relevant material jurisdiction to all protected persons, taken as a whole), in each case, on customary terms, and in each case except to the extent they arise from (a) the gross negligence, fraud, bad faith or willful misconduct of, or material breach of the Senior Credit Documentation (to the extent not resulting from or in response to a material breach by a Loan Party of its obligations under the Senior Credit Documentation) by, such protected person, in each case as determined by a final, non-appealable judgment of a court of competent jurisdiction or (b) any dispute solely among the protected persons (other than any claims against a protected person in its capacity as an Agent or Lead Arranger) that does not arise out of any act or omission of Holdings, the Borrower, or any of their respective affiliates.

Notwithstanding the foregoing, each protected person shall be obligated to refund and return any and all amounts paid by the Borrower to such protected person for fees, expenses or damages to the extent such protected person is not entitled to payment of such amounts in accordance with the terms hereof, as determined by a final non-appealable judgment of a court of competent jurisdiction.

None of the protected persons, Holdings or any of its affiliates or the respective directors, officers, employees, agents, advisors or other representatives of any of the foregoing shall be liable for any special, indirect, consequential or punitive damages in connection with the Senior Credit Facilities (including the use or intended use of the proceeds of the Senior Credit Facilities) or the transactions contemplated hereby; provided, that nothing contained in this sentence shall limit the indemnification obligations to the extent set forth hereinabove to the extent such special, indirect, consequential or punitive damages are included in any third party claim in connection with which such protected person is entitled to indemnification hereunder.

ANNEX I TO EXHIBIT B

INTEREST AND CERTAIN FEES

As used herein:

“ABR” means the highest of (a) the rate of interest publicly announced by the Agent as its prime rate in effect at its principal office in New York City (the “Prime Rate”), (b) the federal funds effective rate from time to time plus 0.50% per annum and (c) the 1-month Published LIBOR Rate (as defined below) plus 1.00% per annum.

“ABR Loans” means Loans bearing interest based upon the ABR. ABR Loans will be made available on same day notice, subject to agreed dollar limitations.

“Applicable Margin” means, with respect to Revolving Loans and Senior Term Loans, initially, 6.00% per annum in the case Eurodollar Loans and 5.00% per annum in the case ABR Loans. From and after the delivery of the compliance certificate accompanying the financial statements for the period ending on the last day of the fourth full fiscal quarter ending after the Closing Date, the Applicable Margin with respect to Revolving Loans and Senior Term Loans shall be based on First Lien Leverage Ratio in accordance with the pricing grid set forth below:

“Eurodollar Rate” means the higher of (a) the rate for eurodollar deposits for a period equal to 1, 3, 6, or, if available to all relevant affected Lenders, 12 months or a shorter period (as selected by the Borrower and available for all relevant Lenders) appearing on Reuters Screen LIBOR01 Page (or otherwise on the Reuters screen) (the “Published LIBOR Rate”) (as adjusted for statutory reserve requirements for eurocurrency liabilities) and (b) 0.75% per annum; provided, that the Senior Credit Documentation will contain provisions usual and customary for facilities of this type with respect to the selection of a successor LIBOR in the event LIBOR becomes unavailable or is otherwise discontinued.

A fronting fee in an amount equal to 0.125% per annum (or such other lower amount as charged by the applicable Issuing Lender) on the then- available face amount of each Letter of Credit shall be payable quarterly in arrears to the relevant Issuing Lender for its own account. In addition, the Borrower shall pay customary issuance and administration fees to the relevant Issuing Lender.

EXHIBIT C

CONDITIONS

The availability and initial funding of the Senior Credit Facilities shall be subject to the satisfaction (or waiver by the Commitment Parties) of solely the following conditions applicable thereto (subject to the Certain Funds Provision). Capitalized terms used but not otherwise defined herein have the meanings assigned to such terms in the Commitment Letter to which this Exhibit C is attached or on Exhibits A and B (including the Annexes thereto) attached thereto.

ANNEX I TO EXHIBIT C

FORM OF SOLVENCY CERTIFICATE

[_], 2020

This Solvency Certificate (this “Certificate”) is being executed and delivered pursuant to Section [      ] of that certain [      ], (the “Credit Agreement”). Unless otherwise defined herein, capitalized terms used in this certificate shall have the meanings set forth in the Credit Agreement.

The undersigned, the [Chief Financial Officer/equivalent officer] of the Borrower, in such capacity and not in an individual capacity (and without personal liability), hereby certifies, and based upon facts and circumstances as they exist as of the date hereof (and disclaiming any responsibility for changes in such fact and circumstances after the date hereof), as follows on behalf of the Borrower:

[Signature Page Follows]

Exhibit 99.(d)(iv)

LIMITED GUARANTY

This Limited Guaranty, dated as of June 27, 2021 (this “Limited Guaranty”), by Thoma Bravo Fund XIV Fund, L.P., a Delaware limited partnership (the “Guarantor”), is in favor of QAD Inc., a Delaware corporation (the “Company”). Reference is hereby made to the Agreement and Plan of Merger (as it may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), dated as of the date hereof, among the Company, Project Quick Parent, LLC, a Delaware limited liability company (“Parent”), and Project Quick Merger Sub, Inc., a Delaware corporation and a direct 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.

1.       Limited Guaranty. To induce the Company to enter into the Merger Agreement, the Guarantor hereby expressly, absolutely, irrevocably and unconditionally guarantees to the Company, subject to the terms and conditions hereof, following the termination of the Merger Agreement, the due and punctual observance, performance and discharge of the payment of (a) the Parent Termination Fee in accordance with Section 8.4(e) of the Merger Agreement, (b) any amounts due by Parent pursuant to Section 8.4(f) of the Merger Agreement, and (c) the reimbursement obligations of Parent pursuant to Sections 6.16(c)(iii) and 6.17 of the Merger Agreement (such obligations described in clauses (a), (b) and (c), collectively, the “Guaranteed Obligations”); provided, that this Limited Guaranty will expire and will have no further force or effect, and the Company will have no rights hereunder, upon termination of the obligations and liabilities of the Guarantor hereunder in accordance with Section 6 hereof. Notwithstanding anything to the contrary in this Limited Guaranty, the maximum aggregate liability of the Guarantor under this Limited Guaranty shall not exceed the sum of (i) $127,000,000 plus (ii) any and all amounts due pursuant to either of clauses (b) and (c) above, which together shall not exceed $6,000,000 (the amounts in clauses (i) and (ii) collectively, the “Maximum Amount”). The Company (on behalf of its controlled Affiliates, directors and officers) hereby agrees that the Guarantor shall in no event be required to pay more than the Maximum Amount pursuant to this Limited Guaranty. Notwithstanding anything to the contrary in this Limited Guaranty, nothing in this Limited Guaranty shall limit the Company’s rights under the Equity Commitment Letter. All payments hereunder shall be made in lawful money of the United States, in immediately available funds. If Parent fails to pay all or any portion of the Guaranteed Obligations when due under the Merger Agreement, then the Guarantor’s liability to the Company hereunder in respect of such applicable Guaranteed Obligations shall, at the Company’s option, become immediately due and payable, and the Company may at any time and from time to time, at the Company’s option, take any and all actions available hereunder or under applicable Law to collect the Guaranteed Obligations from the Guarantor.

2.       Terms of Limited Guaranty.

(a)                This Limited Guaranty is an absolute, unconditional, irrevocable and continuing guaranty of payment, not collection, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Limited Guaranty up to an amount equal to the Guaranteed Obligations, irrespective of whether any action is brought against Parent or Merger Sub or whether Parent or Merger Sub are joined in any such action or actions.

(b)                Except as otherwise provided herein and without amending or limiting the other provisions of this Limited Guaranty, the liability of the Guarantor under this Limited Guaranty shall, to the fullest extent permitted under applicable Law, be absolute, unconditional, irrevocable and continuing irrespective of:

(i)                 the value, genuineness, regularity, illegality or enforceability of the Merger Agreement or the Equity Commitment Letter or any other agreement or instrument referred to herein or in the Merger Agreement;

(ii)               any change in the corporate existence, structure or ownership of Parent or Merger Sub or the Guarantor or any other Person, or any insolvency, bankruptcy, reorganization, moratorium or other similar proceeding affecting Parent or Merger Sub or the Guarantor or any other Person or any of their respective assets;

(iii)             any waiver, amendment or modification of the Merger Agreement or the Equity Commitment Letter, or any other agreement evidencing, securing or otherwise executed in connection with any of the Guaranteed Obligations, in each case, in accordance with its terms, or change in the time, manner, place or terms of payment, observation or performance, or any change or extension of the time of payment, observation or performance of, renewal or alteration of, any Guaranteed Obligation, any escrow arrangement or other security therefor, any liability incurred directly or indirectly in respect thereof, or any agreement entered into by the Company or any of its Affiliates, on the one hand, and Parent and/or Merger Sub or any of their Affiliates, on the other hand, in connection therewith;

(iv)              except as specified in Section 2(e), the existence of any claim, set off or other right that the Guarantor may have at any time against Parent, Merger Sub, the Company, or any of their Affiliates, whether in connection with any Guaranteed Obligation or otherwise;

(v)                the failure or delay on the part of the Company to assert any claim or demand or to enforce any right or remedy against Parent or Merger Sub or the Guarantor or any other Person;

(vi)              the addition, substitution or release of any Person now or hereafter liable with respect to the Guaranteed Obligations or otherwise interested in the transactions contemplated by the Merger Agreement, any other financing commitment letters, this Limited Guaranty or any related agreement or document;

(vii)            the adequacy of any other means the Company may have of obtaining repayment of any of the Guaranteed Obligations; and

(viii)          any other defense or act or omission that may or might in any manner or to any extent vary the risk of the Guarantor or otherwise operate as a discharge of the Guarantor as a matter of law or equity (other than payment of the Guaranteed Obligations).

(c)                The Guarantor hereby waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Company upon this Limited Guaranty or acceptance of this Limited Guaranty. All of the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Limited Guaranty, and all dealings between Parent, Merger Sub or the Guarantor, on the one hand, and the Company, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Limited Guaranty. This Limited Guaranty is a primary obligation of the Guarantor and is not merely the creation of a surety relationship. When pursuing its rights and remedies hereunder against the Guarantor, the Company shall be under no obligation to pursue such rights and remedies it may have against Parent or Merger Sub or any other Person for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by the Company to pursue such other rights or remedies or to collect any payments from Parent or Merger Sub or any such other Person or to realize upon or to exercise any such right of offset shall not relieve the Guarantor of any liability hereunder.

(d)                The Company shall not be obligated to file any claim relating to any Guaranteed Obligation in the event that Parent or Merger Sub becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Company to so file such claim shall not affect the Guarantor’s obligations hereunder (and notwithstanding anything herein to the contrary, any bar to the payment, or collection, of any Guaranteed Obligations as a result of any such proceeding shall not discharge the obligations of the Guarantor hereunder). In the event that any payment to the Company in respect of any Guaranteed Obligation is rescinded or must otherwise be returned for any reason whatsoever, the Guarantor shall remain liable hereunder with respect to the Guaranteed Obligation as if such payment had not been made.

(e)                Notwithstanding any other provision of this Limited Guaranty, the Company hereby agrees on its own behalf and on behalf of its controlled Affiliates, directors and officers, that (i) the Guarantor may assert, as a defense to, or release or discharge of, any payment or performance by the Guarantor under this Limited Guaranty or any claim, set-off, deduction, defense or release that Parent could assert against the Company under the terms of, or with respect to, the Merger Agreement and (ii) to the extent any failure by the Company to comply with the terms of the Merger Agreement, including, without limitation, any breach by the Company of any representation, warranty or covenant contained therein or in any of the agreements, certificates and other documents required to be delivered by the Company pursuant to the terms of the Merger Agreement (whether such breach results from Willful Breach, fraud, intentional misrepresentation or otherwise), that would relieve Parent of its obligations under the Merger Agreement shall likewise automatically and without any further action on the part of any Person relieve the Guarantor of its obligations under this Limited Guaranty.

3.       Waiver of Acceptance, Presentment; Etc. Without amending or limiting the other provisions of this Limited Guaranty, the Guarantor expressly and irrevocably waives any and all rights and defenses arising under any applicable law that would otherwise require any election of remedies by the Company, promptness, diligence, notice of the acceptance of this Limited Guaranty and of any Guaranteed Obligations, presentment, demand and protest, any defenses that might be available under any valuation, stay, moratorium or similar applicable law, and any notice of any kind not provided for herein or not required to be provided to Parent or Merger Sub under or in connection with the Merger Agreement, any right to require the marshalling of assets of Parent, Merger Sub or any other Person interested in the transactions contemplated by the Merger Agreement, and all suretyship defenses generally, other than defenses that are available to Parent or Merger Sub (a) under the Merger Agreement, (b) in respect of a breach by the Company of this Limited Guaranty and (c) in respect of fraud or Willful Breach by the Company or any of its Subsidiaries in connection with the Merger Agreement, this Limited Guaranty or the transactions contemplated hereby or thereby. The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by the Merger Agreement and that the waivers set forth in this Limited Guaranty are knowingly made in contemplation of such benefits.

4.       Sole Remedy.

(a)                The Company acknowledges and agrees on its own behalf and on behalf of its directors, officers, controlled Affiliates and Subsidiaries that Parent does not have any assets, other than its rights under the Merger Agreement and the Equity Commitment Letter, and that no funds are expected to be contributed to Parent unless the Closing occurs, and that, except for rights against Parent and Merger Sub to the extent expressly provided in the last sentence of Section 7 of the Equity Commitment Letter and Section 9.9(b) of the Merger Agreement and subject to all of the terms, conditions and limitations herein and therein, the Company shall not have any right to cause any assets to be contributed to Parent by the Guarantor, any Guarantor Affiliate (as defined below) or any other Person.

(b)                The Company further agrees and acknowledges that no Person other than the Guarantor has any obligations hereunder and that, notwithstanding that the Guarantor may be a limited partnership, the Company has no remedy, recourse or right of recovery under this Limited Guaranty against, or contribution from, any former, current or future general or limited partner, stockholder, holder of any equity, partnership or limited liability company interest, officer, member, manager, director, employee, agent, controlling person, any lender or prospective lender, lead arranger, arranger, agent or Representative of or to Parent, assignee or Affiliates (other than any assignee under Section 18 hereof) of the Guarantor (collectively, the “Guarantor Affiliates”; it being understood that the term Guarantor Affiliates shall not include the Guarantor, Parent or Merger Sub or any Person to which Parent or Merger Sub have assigned their respective rights or obligations under the Merger Agreement, through the Guarantor, Parent or Merger Sub or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or similar action, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable law, by or through a claim by or on behalf of the Guarantor, Parent or Merger Sub against the Guarantor or any Guarantor Affiliate, or otherwise, except for Retained Claims (as defined below) against the applicable Person as set forth in Section 4(c) and (d) hereof.

(c)                The Company hereby covenants and agrees that it shall not institute, and the Company shall cause each of its controlled Affiliates and Subsidiaries, and use reasonable best efforts to cause their Representatives not to institute, directly or indirectly, any action or bring any other claim arising under, or in connection with, this Limited Guaranty, the Merger Agreement, the Equity Commitment Letter or the transactions contemplated thereby, against (i) any Guarantor Affiliate or against (ii) the Guarantor, Parent or Merger Sub, except for, in the case of this clause (ii), (A) following a valid termination of the Merger Agreement in accordance with the terms thereof, claims by the Company against the Guarantor under and in accordance with this Limited Guaranty (the “Retained Guaranty Claims”), (B) claims by the Company against Parent or Merger Sub under and in accordance with the Merger Agreement (the “Retained Merger Agreement Claims”) or (C) to the extent (but only to the extent) the Company is expressly entitled to cause Parent to enforce the Equity Commitment Letter in accordance with Section 7 of the Equity Commitment Letter, subject to all the terms, conditions and limitations herein and therein, claims by the Company against Parent seeking to cause Parent to enforce the Equity Commitment Letter in accordance with its terms (the “Retained Equity Commitment Claims” and together with the Retained Guaranty Claims and Retained Merger Agreement Claims, the “Retained Claims”).

(d)                Recourse (i) against the Guarantor solely with respect to the Retained Guaranty Claims and (ii) against Parent and Merger Sub, as applicable, solely with respect to the Retained Merger Agreement Claims and the Retained Equity Commitment Claims, shall be the sole and exclusive remedy of the Company and all of its Affiliates against the Guarantor, any Guarantor Affiliate, Parent or Merger Sub in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement, the Equity Commitment Letter, this Limited Guaranty or the transactions contemplated hereby or thereby, and such recourse shall be subject to the limitations described herein and therein.

5.       Merger Subrogation. The Guarantor will not exercise any rights of subrogation or contribution against Parent or Merger Sub or any other Person, whether arising by contract or operation of law (including, without limitation, any such right arising under bankruptcy or insolvency laws) or otherwise. To the fullest extent permitted by applicable law, the Guarantor hereby expressly and unconditionally waives any rights that it may now have or hereafter acquire against Parent or Merger Sub or any other Person that arise from the existence, payment, observation, performance, or enforcement of its obligations under or in respect of this Limited Guaranty or any other agreement in connection therewith, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Company against Parent or Merger Sub or any other Person, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from Parent or Merger Sub or any other Person, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations shall have been paid in full. If any amount shall be paid to the Guarantor in violation of the immediately preceding sentence at any time prior to the payment in full in immediately available funds of the Guaranteed Obligations, such amount shall be received and held in trust for the benefit of the Company, shall be segregated from other property and funds of the Guarantor and shall forthwith be paid or delivered to the Company in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations, in accordance with the terms of the Merger Agreement, whether matured or unmatured, or to be held as collateral for the Guaranteed Obligations.

6.       Termination. The Guarantor shall have no further liability or obligation under this Limited Guaranty from and after the earliest of: (i) funding of the Commitment (as defined in the Equity Commitment Letter); (ii) the Effective Time; or (iii) the termination of the Merger Agreement in accordance with its terms, in which case this Limited Guaranty shall terminate 90 days after such termination unless the Company shall have prior to such 90th day delivered a written notice with respect to the Guaranteed Obligations (in which case, this Limited Guaranty shall continue solely with respect to such Guaranteed Obligations); provided that if the Merger Agreement has been so terminated and such notice has been provided, the Guarantor shall have no further liability or obligation under this Limited Guaranty from and after the earliest of (x) the consummation of the Closing in accordance with the terms of the Merger Agreement, including payment of the Required Amount in accordance with the Merger Agreement, (y) a final, non-appealable order of a court of competent jurisdiction in accordance with Section 15 hereof determining that the Guarantor does not owe any amount under this Limited Guaranty and (z) a written agreement among the Guarantor and the Company terminating the obligations and liabilities of the Guarantor pursuant to this Limited Guaranty; and (iv) payment of all of the Guaranteed Obligations validly claimed as payable by the Company by or on behalf of the Guarantor, Parent and/or Merger Sub. Notwithstanding anything to the contrary in this Limited Guaranty, the provisions of this Limited Guaranty that are for the benefit of any Guarantor Affiliate (including the provisions of Sections 4, 6, 8 and 10) shall survive indefinitely any termination of this Limited Guaranty and shall be enforceable by the Guarantor Affiliates. In the event that the Company, its controlled Affiliates, Subsidiaries or any of their respective directors or officers institutes any suit, action or other proceeding or makes any claim (A) asserting that the provisions of this Section 6 or Sections 1, 2, 4, 7, 10, 14, 19, 20, 22 or 23 hereof are illegal, invalid or unenforceable in whole or in part, that the Guarantor is liable in excess of or to a greater extent than the Maximum Amount, (B) arising under, or in connection with, this Limited Guaranty, the Merger Agreement, the Equity Commitment Letter and or the transactions contemplated hereby or thereby, other than a Retained Claim, or (C) in respect of a Retained Claim in any court other than a Chosen Court (as defined below), then (w) all of the obligations of the Guarantor under this Limited Guaranty shall terminate ab initio and be null and void, (x) if the Guarantor has previously made any payments under this Limited Guaranty, the Guarantor shall be entitled to recover such payments from the Company, and (y) none of the Guarantor, Parent nor any Guarantor Affiliate shall have any liability to the Company, its securityholders or any of their respective Representatives under this Limited Guaranty or with respect to the Merger Agreement, the Equity Commitment Letter or the transactions contemplated hereby or thereby. Notwithstanding anything to the contrary contained in this Agreement, any such suit, action or other proceeding or claim brought by or on behalf of Company Stockholder in its capacity as (1) a party to the Support Agreement or (2) a party to any agreement in connection with the Rollover, in each case, shall not terminate or invalidate any of the obligations contained herein.

7.       Continuing Guaranty. Except to the extent that the obligations and liabilities of the Guarantor are terminated pursuant to the provisions of Section 6 hereof, this Limited Guaranty is a continuing one and shall remain in full force and effect until the indefeasible payment and satisfaction in full of the Guaranteed Obligations, shall be binding upon the Guarantor, its successors and assigns, and shall inure to the benefit of, and be enforceable by, the Company and its respective successors and permitted transferees and assigns. All obligations to which this Limited Guaranty applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. Notwithstanding anything to the contrary contained in this Limited Guaranty, the Company hereby agrees that to the extent that Parent and Merger Sub are relieved of any of their representations, warranties, covenants or agreements contained in the Merger Agreement so as to render any continuing liability or obligations arising in connection with the Merger Agreement inapplicable, the Guarantor shall be similarly relieved of its applicable Guaranteed Obligations under this Limited Guaranty solely to the extent that Parent or Merger Sub are relieved of such obligations.

8.       Entire Agreement. This Limited Guaranty, together with the Merger Agreement and the agreements and instruments described therein, the Confidentiality Agreement and the Equity Commitment Letter, constitutes the entire agreement between the Guarantor and the Company with respect to the subject matter hereof and supersedes all prior discussions, negotiations, proposals, undertakings, agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof.

9.       Amendments and Waivers. No amendment or waiver of any provision of this Limited Guaranty will be valid and binding unless it is in writing and signed, in the case of an amendment, by the Guarantor and the Company, or in the case of waiver, by the party against whom the waiver is to be effective. No waiver by any party of any breach or violation of, or default under, this Limited Guaranty, whether intentional or not, will be deemed to extend to any prior or subsequent breach, violation or default hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence. No delay or omission on the part of any party in exercising any right, power or remedy under this Limited Guaranty will operate as a waiver thereof.

10.      No Third Party Beneficiaries. Except for the provisions of this Limited Guaranty which reference Guarantor Affiliates (each of which shall be for the benefit of and enforceable by each Guarantor Affiliate), the parties hereby agree that their respective representations, warranties and covenants set forth herein are solely for the benefit of the other parties hereto, in accordance with and subject to the terms of this Limited Guaranty, and this Limited Guaranty is not intended to, and does not, confer upon any Person other than the parties hereto and any Guarantor Affiliates any rights or remedies hereunder, including the right to rely upon the representations and warranties set forth herein.

11.      Counterparts. This Limited Guaranty may be executed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. This Limited Guaranty will become effective when duly executed by each party hereto.

12.      Delivery by Electronic Transmission. This Limited Guaranty and any signed agreement or instrument entered into in connection with this Limited Guaranty, and any amendments or waivers hereto or thereto, to the extent signed and delivered by means of e-mail delivery of a “.pdf” format data file (or similar electronic delivery), shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. No party hereto or to any such agreement or instrument shall raise the use of e-mail delivery of a “.pdf” format data file (or similar electronic delivery) to deliver a signature to this Limited Guaranty or any amendment hereto or the fact that any signature or agreement or instrument was transmitted or communicated through the use of e-mail delivery of a “.pdf” format data file (or similar electronic delivery) as a defense to the formation of a contract and each party hereto forever waives any such defense.

13.      Notices. All notices, requests, claims, demands and other communications under this Limited Guaranty shall be in writing and shall be deemed given (and duly received) if delivered personally, sent by overnight courier (providing proof of delivery and confirmation of receipt by telephonic notice to the applicable contact person) to the parties or sent by e-mail at the following addresses or e-mail addresses (or at such other address or e-mail address for a party as shall be specified by like notice):

if to the Guarantor, to:

c/o Thoma Bravo, L.P.

600 Montgomery Street, 20th Floor

San Francisco, CA 94111

pstefanski@thomasbravo.com and

edoolittle@thomabravo.com

with a copy (which shall not constitute notice) to:

Kirkland & Ellis LLP

300 N. LaSalle Street

Chicago, Illinois 60654

Bradley Reed, P.C.

bradley.reed@kirkland.com;

if to the Company, to

QAD Inc.

100 Innovation Place

Santa Barbara, CA 93108

with a copy (which shall not constitute notice) to:

Paul, Weiss, Rifkind, Wharton & Garrison LLP 

1285 Avenue of the Americas

New York, NY 10019-664

14.   Governing Law. THIS LIMITED GUARANTY, AND ALL ACTIONS (WHETHER AT LAW, IN CONTRACT OR IN TORT) THAT MAY BE BASED UPON, ARISE OUT OF OR RELATE TO THIS LIMITED GUARANTY, OR THE NEGOTIATION, EXECUTION OR PERFORMANCE HEREOF SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.

15.   Jurisdiction; Venue; Service of Process. Each of the parties hereto irrevocably submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware lacks jurisdiction over such matter, the Superior Court of the State of Delaware and the federal courts of the United States of America located in the State of Delaware), in connection with any dispute that arises in respect of this Limited Guaranty, and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding for interpretation or enforcement hereof or any such document that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in said courts or that venue thereof may not be appropriate or that this Limited Guaranty or any such document may not be enforced in or by such courts, and the Parties irrevocably agree that all claims with respect to such action, suit or proceeding shall be heard and determined exclusively by such a Delaware state or federal court. The Parties hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of such dispute and agree that mailing of process or other papers in connection with such action, suit or proceeding by the personal delivery of copies of such process to such party or in such other manner as may be permitted by Law shall be valid and sufficient service thereof.

16.   Waiver of Jury Trial. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS LIMITED GUARANTY IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS LIMITED GUARANTY, OR THE TRANSACTIONS CONTEMPLATED BY THIS LIMITED GUARANTY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS LIMITED GUARANTY BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 16.

17.   Representations and Warranties. The Guarantor hereby represents and warrants to the Company with respect to itself that (a) it has all limited partnership power and authority to execute, deliver and perform this Limited Guaranty; (b) the execution, delivery and performance of this Limited Guaranty by the Guarantor has been duly and validly authorized and approved by all necessary limited partnership action by it, and no other proceedings or actions on the part of the Guarantor are necessary therefor; (c) this Limited Guaranty has been duly and validly executed and delivered by it and constitutes a valid and legally binding obligation of it, enforceable against the Guarantor in accordance with its terms except as such enforceability may be limited under applicable bankruptcy, insolvency, reorganization, moratorium or other Laws of general applicability relating to or affecting creditors’ rights, or by principles governing the availability of equitable remedies, whether considered in a Proceeding at law or in equity; (d) the execution, delivery and performance by the Guarantor of this Limited Guaranty do not and will not (i) violate the organizational documents of the Guarantor, (ii) violate any applicable law, rule, regulation, decree, order or judgment binding on the Guarantor or its assets, or (iii) result in any violation of, or default (with or without notice or lapse of time or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of any benefit under, any contract or agreement to which the Guarantor is a party; (e) the Guarantor has the financial capacity to pay and perform its obligations under this Limited Guaranty and all funds necessary for such Guarantor to fulfill its Guaranteed Obligation under this Limited Guaranty shall be available to such Guarantor for so long as this Limited Guaranty shall remain in effect in accordance with the terms hereof; and (f) the Guarantor has uncalled capital commitments or otherwise has available funds in excess of the Guaranteed Obligations under this Limited Guaranty plus the aggregate amount of all other commitments and obligations it currently has outstanding, and all funds necessary for the Guarantor to fulfill its Guaranteed Obligations under this Limited Guaranty shall be available to such Guarantor for so long as this Limited Guaranty shall remain in effect in accordance with Section 6 hereof.

18.   No Assignment. Neither the Guarantor nor the Company may assign their respective rights, interests or obligations hereunder to any other person (by operation of law or otherwise) without the prior written consent of the Company (in the case of an assignment by the Guarantor) or the Guarantor (in the case of an assignment by the Company), and any attempted assignment without such required consents shall be null and void and of no force or effect. Subject to the foregoing, all of the terms and provisions of this Limited Guaranty shall inure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.

19.   Severability. Any term or provision of this Limited Guaranty (other than terms limiting the Guarantor’s liability hereunder) that is invalid or unenforceable in any situation in any jurisdiction will not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction; provided, however, that this Limited Guaranty may not be enforced without giving effect to the limitation of the amount payable hereunder with respect to the Guaranteed Obligations set forth in Section 1 and the provisions of Section 4 hereof. No party hereto shall assert, and each party shall cause its respective Affiliates and Representatives acting on its behalf not to assert, that this Limited Guaranty or any part hereof is invalid, illegal or unenforceable.

20.   Confidentiality. This Limited Guaranty shall be treated as confidential and is being provided to the Company solely in connection with the execution and delivery of the Merger Agreement. This Limited Guaranty may not be used, circulated, quoted or otherwise referred to in any document, except with the written consent of the Guarantor and the Company; provided, that no such written consent shall be required (and the Guarantor, the Company and their Affiliates shall be free to release such information) for disclosures to such Person’s respective Representatives, so long as such Persons agree to keep such information confidential on terms substantially identical to the terms contained in this Section 20; provided, further, that the parties and their respective Affiliates may disclose this Limited Guaranty to the extent required by Law, the applicable rules of any national securities exchange or as required or requested by the SEC in connection with any SEC filings relating to the transactions contemplated by the Merger Agreement, or in connection with any litigation relating to the Merger, the Merger Agreement, the Equity Commitment Letter or the transactions contemplated thereby.

21.   Headings. The headings contained in this Limited Guaranty are for convenience purposes only and will not in any way affect the meaning or interpretation hereof.

22.   Relationship of the Parties. Each party acknowledges and agrees that (a) this Limited Guaranty is not intended to, and does not, create any agency, partnership, fiduciary or joint venture relationship between or among any of the parties hereto and neither this Limited Guaranty nor any other document or agreement entered into by any party hereto relating to the subject matter hereof shall be construed to suggest otherwise and (b) the obligations of each of the Guarantor under this Limited Guaranty are solely contractual and not fiduciary in nature. In no event shall Parent, Merger Sub or the Guarantor be considered an “Affiliate”, “security holder” or “representative” of the Company for any purpose of this Limited Guaranty.

23.   Equity Financing. The Company hereby acknowledges that it has received a fully executed copy of the Equity Commitment Letter, and acknowledges and agrees that, except as expressly and to the extent provided in the last sentence of Section 7 of the Equity Commitment Letter or Section 9.9(b) of the Merger Agreement and subject to all of the terms, conditions and limitations herein and therein, nothing contained herein shall entitle the Company or any of its Affiliates to (a) enforce specifically the Equity Commitment Letter or (b) otherwise have any rights as a third party beneficiary or otherwise against the Guarantor or any other Person under the Equity Commitment Letter.

*****

IN WITNESS WHEREOF, the undersigned have executed and delivered this Limited Guaranty as of the date first written above.

[Signature Page to Limited Guaranty]

[Signature Page to Limited Guaranty] 

Exhibit 99.(d)(v)

Execution Version

Thoma Bravo Fund XIV, L.P.
600 Montgomery Street, 20^th Floor
San Francisco, CA 94111

June 27, 2021

Project Quick Parent, LLC

c/o Thoma Bravo, L.P.

600 Montgomery Street, 20th Floor

San Francisco, CA 94111

Ladies and Gentlemen:

This letter agreement (this “Agreement”) sets forth the commitment of Thoma Bravo Fund XIV, L.P., a Delaware limited partnership (the “Investor”), subject to the terms and conditions hereof, to purchase, or cause an assignee permitted by Paragraph 4 of this Agreement to purchase, directly or indirectly, equity securities of Project Quick Parent, LLC, a Delaware limited liability company (“Parent”), at or immediately prior to the Closing. It is contemplated that pursuant to the Agreement and Plan of Merger (as it may be amended, supplemented or modified from time to time, the “Merger Agreement”), dated as of the date hereof, by and among Parent, Project Quick Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”) and QAD Inc., a Delaware corporation (the “Company”), Parent shall acquire the Company through the merger of Merger Sub with and into the Company. Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to them in the Merger Agreement.

June 27, 2021

Page 2

June 27, 2021

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11.

June 27, 2021

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* * * * * * *

If this Agreement is agreeable to you, please so indicate by signing in the space indicated below.

Signature Page to Equity Commitment Letter