CONTRIBUTION AND VOTING AGREEMENTContribution and Voting Agreement • September 22nd, 2006 • Meteor Holding CORP • Computer peripheral equipment, nec • New York
CONTRIBUTION AND VOTING AGREEMENT, dated as of September 12, 2006 (this “Agreement”), between (i) Meteor Holding Corporation, a Delaware corporation (“Parent”), on the one hand, and (ii) each of (A) C. Harry Knowles, an individual (“HK”), (B) Janet H. Knowles, an individual (“JK”, and together with HK, the “Founder Individuals”), (C) each of the Trust under Agreement of C. Harry Knowles dated 4/8/94 FBO Diann H. Lynmam, Trust under Agreement of C. Harry Knowles dated 4/8/94 FBO Donnah M. Starzynski, Trust under Agreement of C. Harry Knowles dated 4/8/94 FBO Harry H. Knowles, II, Trust under Agreement of C. Harry Knowles dated 4/8/94 FBO Marjorie B. Knowles, Trust under Agreement of C. Harry Knowles dated 4/8/94 FBO Robert H. Knowles, and The C. Harry Knowles Grantor Retained Annuity Trust No. 1 (collectively, the “Family Trusts”); and (D) Janet H. and C. Harry Knowles Foundation, Inc., a New Jersey nonprofit corporation, The Knowles Charitable Foundation, a New Jersey Nonprofit Corpora
Meteor Holding Corporation Suite 280 Menlo Park, CA 94025Meteor Holding CORP • September 22nd, 2006 • Computer peripheral equipment, nec • New York
In connection with the execution of that certain Agreement and Plan of Merger (the “Merger Agreement”) dated September 12, 2006 by and among Meteor Holding Corporation (“Parent”), Meteor Merger Corporation, a wholly-owned subsidiary of Parent (“Merger Sub”) and Metrologic Instruments, Inc. (the “Company”) whereby Merger Sub will merge with and into the Company (the “Merger”), Parent agrees as follows:
PERSONAL AND CONFIDENTIAL Francisco Partners II, L.P. Menlo Park, CA 94025 Dear Sirs:Meteor Holding CORP • September 22nd, 2006 • Computer peripheral equipment, nec • New York
In connection with your consideration of a possible transaction (the “Transaction”) with Metrologic Instruments, Inc. (together with its subsidiaries and affiliates, the “Company”), the Company is prepared, subject to the terms and conditions of this agreement, to make available to you certain information regarding the Company (such information (whether written or oral) furnished to you and your Representatives (as defined below), whether prior to, on, or following the date hereof, together with analyses, compilations, forecasts, studies, or other documents or records prepared by you or your Representatives which contain, are based on, or otherwise reflect or are generated in whole or in part from such information, including that stored on any computer, word processor or other similar device, collectively, the “Confidential Information”).
ADVISORY AGREEMENTAdvisory Agreement • September 22nd, 2006 • Meteor Holding CORP • Computer peripheral equipment, nec • New York
This Advisory Agreement (this “Agreement”) is made and entered into as of , 200 by and between Meteor Holding Corporation, a Delaware corporation (the “Company”) and Francisco Partners Management, LLC (“Advisor”). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Stockholders Agreement by and between the Company, FP-Metrologic, LLC and certain other persons named therein dated as of , 200 (as the same may be amended from time to time).
CONTRIBUTION AND VOTING AGREEMENTContribution and Voting Agreement • September 22nd, 2006 • Meteor Holding CORP • Computer peripheral equipment, nec • New York
CONTRIBUTION AND VOTING AGREEMENT, dated as of September 12, 2006 (this “Agreement”), between (i) Meteor Holding Corporation, a Delaware corporation (“Parent”), on the one hand, and (ii) each of (A) Elliott Associates, L.P., a Delaware limited partnership (“EA”) and (B) Elliott International, L.P., a Cayman Islands limited partnership (“EI”, and together with EA, the “Co-Investors”), on the other hand. Unless expressly provided otherwise in this Agreement, capitalized terms defined in the Merger Agreement when used in this Agreement shall have the same meanings set forth in the Merger Agreement (defined below).
JOINT FILING AGREEMENTJoint Filing Agreement • September 22nd, 2006 • Meteor Holding CORP • Computer peripheral equipment, nec
This Joint Filing Agreement may be executed in one or more counterparts, and each such counterpart shall be an original but all of which, taken together, shall constitute but one and the same agreement.
Francisco Partners Management, LLC 2882 Sand Hill Road, Suite 280 Menlo Park, CA 94025 September 12, 2006Meteor Holding CORP • September 22nd, 2006 • Computer peripheral equipment, nec • New York
Reference is made to that certain Agreement and Plan of Merger (the “Merger Agreement”) dated September 12, 2006 by and among Meteor Holding Corporation (“Parent”), Meteor Merger Corporation, a wholly-owned subsidiary of Parent (“Merger Sub”) and Metrologic Instruments, Inc. (the “Company”) whereby Merger Sub will merge with and into the Company (the “Merger”). Following consummation of the Merger, Francisco Partners Management, LLC (“Advisor”) will enter into an Advisory Agreement with Parent, substantially in the form attached as Exhibit A hereto (as the same may be amended from time to time, the “Advisory Agreement”). Capitalized terms used but not defined herein shall have the meanings given to those terms in the Advisory Agreement.
