INDEMNITY AND CONTRIBUTION AGREEMENTIndemnification & Liability • August 8th, 2011 • Gores Group, LLC • Services-amusement & recreation services • Delaware
THIS INDEMNITY AND CONTRIBUTION AGREEMENT (this "Agreement") is made as of this 30th day of July, 2011, by and among Westwood One, Inc., a Delaware corporation ("WWON"), Gores Radio Holdings, LLC, a Delaware limited liability company ("Gores"), Verge Media Companies, Inc., a Delaware corporation ("Verge"), and Triton Media Group, LLC, a Delaware limited liability company (the "DG Shareholder"), and shall become effective automatically and without any further action by any party hereto immediately upon consummation of the WWON Merger (as defined below). Capitalized terms used herein, but not otherwise defined, shall have the meanings ascribed to them in the Merger Agreement, dated as of July 30, 2011, by and between WWON, Radio Network Holdings, LLC and Verge (the "Merger Agreement").
January 29, 2012 The Gores Group, LLC (“Gores”) 10877 Wilshire Boulevard, 18th Floor Los Angeles, CA 90024 Ladies and Gentlemen:Commitment Letter • February 8th, 2012 • Gores Group, LLC • Retail-auto & home supply stores
This commitment letter sets forth the commitment of the undersigned co-investor (the “Investor”) to purchase an Interest (as defined below) in Auto Co-Investors, LLC, a Delaware limited liability company (“Holdco”), which has been formed for the purpose of acquiring Auto Acquisition Company, LLC, a Delaware limited liability company (“Parent”), which, in turn, was formed to acquire, together with a special purpose vehicle owned by Gores Capital Partners, III, L.P. and affiliates of Gores (the “Sponsor”), The Pep Boys – Manny, Moe & Jack, a Pennsylvania corporation (the “Company”) pursuant to that certain Agreement and Plan of Merger, dated on or about January 29, 2012 (the “Merger Agreement”), by and among Parent, Auto Mergersub, Inc., a Pennsylvania corporation (“Merger Sub”), and the Company, on the terms and subject to the conditions set forth in the Merger Agreement (the “Transaction”). Capitalized terms used but not defined herein have the respective meanings ascribed to them in t
GUARANTEEGuarantee • February 8th, 2012 • Gores Group, LLC • Retail-auto & home supply stores • New York
This Guarantee, dated as of January 29, 2012 (this “Guarantee”), of Gores Capital Partners III, L.P., a Delaware limited partnership (the “Guarantor”), is in favor of The Pep Boys – Manny, Moe & Jack, a Pennsylvania corporation (the “Company”).
VOTING AGREEMENTVoting Agreement • August 8th, 2011 • Gores Group, LLC • Services-amusement & recreation services • Delaware
VOTING AGREEMENT dated as of July 30, 2011, between Verge Media Companies, Inc., a Delaware corporation ("VERGE MEDIA"), and Gores Radio Holdings, LLC, a Delaware limited liability company (the "WESTWOOD SHAREHOLDER"). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement (as defined below).
January 29, 2012 Auto Acquisition Company, LLC c/o The Gores Group, LLC 10877 Wilshire Boulevard 18th Floor Los Angeles, CA 90024 Ladies and Gentlemen:Merger Agreement • February 8th, 2012 • Gores Group, LLC • Retail-auto & home supply stores
Reference is made to that certain Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), among Auto Acquisition Company, LLC, a Delaware limited liability company (“Parent”), Auto Mergersub, Inc., a Pennsylvania corporation (“Merger Sub”), and Pep Boys – Manny Moe & Jack, a Pennsylvania corporation (the “Company”), pursuant to which Merger Sub will be merged with and into the Company with the Company as the surviving entity (the “Merger”). Capitalized terms used but not defined herein have the meanings ascribed to them in the Merger Agreement. This letter is being delivered to the addressee in connection with the execution of the Merger Agreement today by Parent, Merger Sub and the Company.
JOINT FILING AGREEMENTJoint Filing Agreement • February 8th, 2017 • Gores Group, LLC • Retail-lumber & other building materials dealers
In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties set forth below agree to jointly file the Schedule 13G to which this joint filing agreement is attached, and have duly executed this joint filing agreement as of the date set forth below.
JOINT FILING AGREEMENTJoint Filing Agreement • February 16th, 2016 • Gores Group, LLC • Retail-lumber & other building materials dealers
In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties set forth below agree to jointly file the Schedule 13G to which this joint filing agreement is attached, and have duly executed this joint filing agreement as of the date set forth below.
JOINT FILING AGREEMENTJoint Filing Agreement • February 1st, 2018 • Gores Group, LLC • Retail-lumber & other building materials dealers
In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties set forth below agree to jointly file the Schedule 13G to which this joint filing agreement is attached, and have duly executed this joint filing agreement as of the date set forth below.
JOINT FILING AGREEMENTJoint Filing Agreement • February 18th, 2015 • Gores Group, LLC • Retail-lumber & other building materials dealers
In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties set forth below agree to jointly file the Schedule 13G to which this joint filing agreement is attached, and have duly executed this joint filing agreement as of the date set forth below.
JOINT FILING AGREEMENTJoint Filing Agreement • February 13th, 2014 • Gores Group, LLC • Retail-lumber & other building materials dealers
In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties set forth below agree to jointly file the Schedule 13G to which this joint filing agreement is attached, and have duly executed this joint filing agreement as of the date set forth below.
