PRESENTED BY - InfoVista

share warrants (the “Warrants”) would be issued, which have the following main characteristics, it being
specified, however, that the technical terms of this plan may be subject to post-Offer adjustments to optimize
said terms. The awardees will not be entitled to any guaranteed exit price or price supplement:
- the Warrants will become exercisable successively as follows: (a) 50% over a period of 4 years
following their issuance and (b) 50% if annual performance targets are achieved over a period of 4
years;
- the Warrants exercise period may be accelerated in the event of a change in control event of Project
Metro Holding SCA;
- these Warrants will entitle their holders to subscribe at par limited partners’ shares of Project Metro
Holding SCA, depending on their country of tax residence, which shares will be subject to a lock-up
period expiring in 2022 under the Shareholders Agreement;
- the Warrant holders will forfeit their rights, under certain circumstances and in certain proportions, if
they leave the group before the agreed upon exercise period (standard “cessation of service”
provisions);
- no liquidity is guaranteed to the awardees after they exercise their Warrants.
The Warrants will represent no more than 10% of the equity investment of the current shareholders of
Project Metro Holding SCA in that company and will be awarded to the officers and employees of the
Company.
Amendments to the Managers’ employment contracts
In accordance with the provisions of the Investment Agreement, Mr. Philippe Ozanian’s employment
agreement governed by French Law dated September 7, 2000, pursuant to which he served as Vice
Executive President in charge of global operations, was terminated. On December 20, 2011, a new
agreement governed by U.S. Law was entered into with Project Metro Inc., a sister company of Project Metro
Holding SCA. Under this new agreement, Mr. Philippe Ozanian now serves as Chairman of the board and
CEO of Project Metro Inc. and holds management positions within the group. His fixed annual compensation
was increased only to compensate the loss of benefits he previously had under French social security laws.
The other provisions of his current employment agreement remain unchanged, subject to certain
adjustments required under U.S. law, to which the agreement is now subject.
Furthermore, the Investment Agreement provides that the employment agreements of the other Managers
(namely, Messrs. Vikas Trehan, Marc Benrey, David Forlizzi and Manuel Stopnicki) will have to be amended,
though not substantially, by a written agreement.
Other provisions of the Investment Agreement
The Investment Agreement also contains a list (identical to that contained in the Shareholders’ Agreement)
of the decisions that, during the interim period until the signature of the Shareholders’ Agreement (that is,
until the Initial Closing Date), will require the prior approval of a representative of Thoma Bravo on the board
of directors of InfoVista.
Furthermore, as collateral for the commitments to transfer the Transferred BSAAR and the commitments to
contribute the Contributed BSAAR, Messrs. Manuel Stopnicki, David Forlizzi and Vikas Trehan entered into,
on December 20, 2011, statements of pledge of securities accounts] for the benefit of the Offeror, in respect
of the following BSAAR:
The proposed offer and this draft reply document are subject to review by the AMF
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