EXHIBIT 99.7
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FORM AFFILIATE AGREEMENT
June 6, 1996
Pure Software Inc.
1309 South Mary Avenue
Sunnyvale, California 94807
Ladies and Gentlemen:
Pursuant to the terms of the Agreement and Plan of Reorganization dated as of
June 6, 1996 (the "Agreement"), among Pure Software Inc., a Delaware corporation
("Pure"), CST Acquisition Corporation, a Massachusetts corporation and a wholly-
owned subsidiary of Pure ("Merger Sub"), and Atria Software, Inc., a
Massachusetts corporation ("Atria"), Pure will enter into a business combination
with Atria through the merger of Merger Sub with and into Atria (the "Merger"),
with Atria continuing as the surviving corporation and as a wholly-owned
subsidiary of Pure. Subject to the terms and conditions of the Agreement, at
the Effective Time (as defined in the Agreement), all of the issued and
outstanding shares of the common stock, $.01 par value per share, of Atria (the
"Atria Common Stock") will be converted into the right to receive shares of the
common stock, $.0001 par value per share, of Pure (the "Pure Common Stock"), on
the basis described in the Agreement.
The undersigned has been advised that as of the date hereof the undersigned
may be deemed to be an "affiliate" of Atria, as the term "affiliate" is (i)
defined for purposes of paragraphs (c) and (d) of Rule 145 of the Rules and
Regulations (the "Rules and Regulations") of the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Act"), and/or (ii) used in and for purposes of Accounting Series Releases 130
and 135, as amended, and Staff Accounting Bulletins 65 and 76 of the Commission.
The undersigned understands that the representations, warranties and covenants
set forth herein will be relied upon by Pure, stockholders of Pure, Atria, other
stockholders of Atria and their respective counsel and accountants.
The undersigned represents and warrants to and agrees with Pure that:
1. The undersigned has full power to execute and deliver this Affiliate
Agreement and to make the representations and warranties herein and to perform
its obligations hereunder.
2. The undersigned has carefully read this letter and the Agreement and
discussed its requirements and other applicable limitations upon its ability to
sell, transfer or otherwise dispose of Atria Common Stock and Pure Common Stock
to the extent the undersigned felt necessary, with its counsel or counsel for
Atria.
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3. The undersigned shall not make any sale, transfer or other disposition of
Pure Common Stock in violation of the Act or the Rules and Regulations.
4. The undersigned has been advised that the issuance of shares of Pure
Common Stock to the undersigned in connection with the Merger has been or will
be registered with the Commission under the Act on a Registration Statement on
Form S-4. However, the undersigned has also been advised that, since the
undersigned may be deemed to have been an affiliate of Atria and the
distribution by the undersigned of any Pure Common Stock has not been
registered, and is not exempt, under the Act, the undersigned may not sell,
transfer or otherwise dispose of Pure Common Stock issued to the undersigned in
the Merger unless (i) such sale, transfer or other disposition has been
registered under the Act, (ii) such sale, transfer or other disposition is made
in conformity with the requirements of Rule 145 promulgated by the Commission
under the Act, or (iii) in the opinion of counsel reasonably acceptable to Pure,
such sale, transfer or other disposition is otherwise exempt from registration
under the Act.
5. Pure is under no obligation to register the sale, transfer or other
disposition of Pure Common Stock by the undersigned or on its behalf under the
Act or to take any other action necessary in order to make compliance with an
exemption from such registration available.
6. Stop transfer instructions will be given to Pure's transfer agent with
respect to the Pure Common Stock and that there will be placed on the
certificates for the Pure Common Stock issued to the undersigned, or any
substitutions therefor, a legend stating in substance:
"THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A
TRANSACTION TO WHICH RULE 145 PROMULGATED UNDER THE SECURITIES ACT OF
1933 APPLIES. THE SHARES REPRESENTED BY THIS CERTIFICATE MAY ONLY BE
TRANSFERRED IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT DATED JUNE 6,
1996 BETWEEN THE REGISTERED HOLDER HEREOF AND PURE SOFTWARE INC., A
COPY OF WHICH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICES OF PURE."
7. Unless the transfer by the undersigned of its Pure Common Stock has been
registered under the Act or is a sale made in conformity with the provisions of
Rule 145, Pure reserves the right to put the following legend on the
certificates issued any transferee of the undersigned:
"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 AND WERE ACQUIRED FROM A PERSON WHO
RECEIVED SUCH SHARES IN A TRANSACTION TO WHICH RULE 145 PROMULGATED UNDER
THE SECURITIES ACT OF 1933 APPLIES. THE SHARES HAVE BEEN ACQUIRED BY THE
HOLDER NOT WITH A VIEW TO, OR FOR RESALE IN
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CONNECTION WITH, ANY DISTRIBUTION THEREOF WITHIN THE MEANING OF THE
SECURITIES ACT OF 1933 AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE
TRANSFERRED EXCEPT IN ACCORDANCE WITH AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT OF 1933."
8. The legends set forth in paragraphs 6 and 7 above shall be removed by
delivery of substitute certificates without such legend if the undersigned shall
have delivered to Pure a copy of a letter from the staff of the Commission, or
an opinion of counsel in form and substance reasonably satisfactory to Pure, to
the effect that such legend is not required for purposes of the Act.
9. The undersigned is the beneficial owner of (i.e. has sole or shared
voting or investment power with respect to) all the shares of Atria Common Stock
and options to purchase Atria Common Stock indicated on the last page hereof
(the "Atria Securities"). Except for Atria Securities, the undersigned does not
beneficially own any shares of Atria Common Stock or any other equity securities
of Atria or any options, warrants or other rights to acquire any equity
securities of Atria.
10. The undersigned agrees that during the period commencing on the date
hereof and ending at such time as financial results covering at least 30 days of
combined operations of Atria and Pure have been published by Pure, in the form
of a quarterly earnings report, an effective registration statement filed with
the Commission, a report to the Commission on Form 10-K, 10-Q or 8-K, or any
other public filing or announcement which includes the combined results of
operations, it will not engage, in any sale, exchange, transfer, pledge,
disposition of or grant of any option, the establishment of any "short" or put-
equivalent position with respect to, or the entry into any similar transaction
intended to reduce the risk of the undersigned's risk of ownership of or
investment in, any of the following:
(a) any shares of Pure Common Stock which the undersigned may acquire in
connection with the Merger, or any securities which may be paid as a
dividend or otherwise distributed thereon or with respect thereto or issued
or delivered in exchange or substitution therefor (all such shares and
other securities being referred to herein, collectively, as "Restricted
Securities"), or any option, right or other interest with respect to any
Restricted Securities;
(b) any Atria Securities; or
(c) any shares of Atria Common Stock or other Atria equity securities
which the undersigned purchases or otherwise acquires after the execution
of this Affiliate Agreement, so as to interfere with Pure accounting for
the Merger as a pooling of interests.
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11. Pure agrees to publish, as promptly as practicable following the Merger,
financial results covering at least 30 days of combined operations of Atria and
Pure in the form of a quarterly earnings report, an effective registration
statement filed with the Commission, a report to the Commission on Form 10-K,
10-Q or 8-K, or any other public filing or announcement that includes the
combined results of operations of Pure and Atria; provided, however, that Pure
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shall be under no obligation to publish any such financial information other
than with respect to a fiscal quarter of Pure.
12. This Agreement may not be amended or waived other than by a writing
signed by both the undersigned and Pure.
13. In the event they were to become available, the undersigned will not
exercise dissenters' rights in connection with the Merger.
14. The undersigned has no plan or intention to engage in a direct or
indirect sale, exchange, redemption, disposition or conveyance or any
transaction that would have the effect of reducing in any way the undersigned's
risk of ownership including, but not limited to, distributions by a partnership
to its partners and by a corporation to its stockholders, of the shares of Pure
Common Stock to be received by the undersigned in the Merger. The undersigned
acknowledges that he is giving this representation and covenant to enable Testa,
Hurwitz & Thibeault, LLP and Wilson, Sonsini, Goodrich & Rosati to opine that
the Merger constitutes a reorganization within the meaning of Section 368 of the
Code and further recognizes that significant adverse tax consequences might
result if such representation is not true. The undersigned understands and
agrees that, in connection with the Merger, the undersigned will be required to
restate the foregoing representation on or about the Effective Time of the
Merger.
[Remainder of Page Intentionally left blank.]
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Number of shares of Atria Common Stock
beneficially owned by the undersigned:
________________
Number of shares of Atria Common Stock
subject to options
beneficially owned by the undersigned:
________________
Very truly yours,
(print name of stockholder above)
By: ____________________________
Name:
Title:
(if applicable)
Accepted this 6th day of
June, 1996, by
Pure Software Inc.
By: ______________________________
Name:
Title: