October 1, 2007 CONFIDENTIAL Pioneer Holding Corp. 456 Montgomery St., 19th Floor San Francisco, California 94104 Re: Equity Rollover Commitment Gentlemen:Equity Rollover Commitment • October 11th, 2007 • Pioneer Holding Corp. • Computer peripheral equipment, nec
Reference is made to the Agreement and Plan of Merger, dated as of October 1, 2007 (as it may be amended from time to time, the “Merger Agreement”), by and among Pioneer Holding Corp., a Delaware corporation (“Parent”), Pioneer Sub Corp., a Delaware corporation (“Merger Sub”) and [Trinity], Inc., a Delaware corporation (the “Company”), pursuant to which Merger Sub will be merged into the Company (the “Merger”). Capitalized terms used but not defined herein have the meanings ascribed to such terms under the Merger Agreement. As used herein, the terms “Parent” and “Merger Sub” shall include any entity to which Parent or Merger Sub, as applicable, shall assign their respective rights, interests and obligations under the Merger Agreement in accordance with Section 11.05 thereof. The undersigned and Vector Capital Partners IV, L.P. (the party to the Equity Commitment Letter) (“Vector Capital”) and any other Affiliates of Vector Capital who invest in Parent are collectively referred to herei
FORM OF VOTING AGREEMENTVoting Agreement • October 11th, 2007 • Pioneer Holding Corp. • Computer peripheral equipment, nec • Delaware
THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of October 1, 2007 by and between Pioneer Holding Corp., a Delaware corporation (“Parent”), and the undersigned stockholder (the “Stockholder”) of Printronix, Inc., a Delaware corporation (the “Company”).
JOINT FILING AGREEMENTJoint Filing Agreement • October 11th, 2007 • Pioneer Holding Corp. • Computer peripheral equipment, nec
In accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the common stock of Printronix, Inc. and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filing.
October 1, 2007 CONFIDENTIAL Pioneer Holding Corp. 456 Montgomery St., 19th Floor San Francisco, California 94104 Re: Equity Rollover Commitment Gentlemen:Equity Rollover Commitment • October 11th, 2007 • Pioneer Holding Corp. • Computer peripheral equipment, nec
Reference is made to the Agreement and Plan of Merger, dated as of October 1, 2007 (as it may be amended from time to time, the “Merger Agreement”), by and among Pioneer Holding Corp., a Delaware corporation (“Parent”), Pioneer Sub Corp., a Delaware corporation (“Merger Sub”) and Printronix, Inc., a Delaware corporation (the “Company”), pursuant to which Merger Sub will be merged into the Company (the “Merger”). Capitalized terms used but not defined herein have the meanings ascribed to such terms under the Merger Agreement. As used herein, the terms “Parent” and “Merger Sub” shall include any entity to which Parent or Merger Sub, as applicable, shall assign their respective rights, interests and obligations under the Merger Agreement in accordance with Section 11.05 thereof. The undersigned and Vector Capital Partners IV, L.P. (the party to the Equity Commitment Letter) (“Vector Capital”) and any other Affiliates of Vector Capital who invest in Parent are collectively referred to here
LIMITED GUARANTEELimited Guarantee • October 11th, 2007 • Pioneer Holding Corp. • Computer peripheral equipment, nec • New York
Limited Guarantee, dated as of October 1, 2007 (this “Limited Guarantee”), by Vector Capital IV, L.P. (the “Guarantor”), in favor of Printronix, Inc. (the “Guaranteed Party”).
