GTCR PARTNERS WITH MANAGEMENT IN PRIVATE EQUITYExclusivity Agreement • May 3rd, 2010 • Protection Acquisition Sub, Inc. • Services-miscellaneous business services • Delaware
CONFIDENTIALITY AGREEMENTConfidentiality Agreement • May 3rd, 2010 • Protection Acquisition Sub, Inc. • Services-miscellaneous business services • Delaware
This CONFIDENTIALITY AGREEMENT (this “Agreement”), dated as of January 25, 2010, is by and between Protection One, Inc. (“Protection One”) and GTCR Golden Rauner II, LLC (“Recipient”). Protection One and Recipient are sometimes collectively referred to herein as the “Parties” and individually as a “Party.” Certain capitalized terms used herein have the meanings set forth in Section 9.
GTCR FUND IX/A, L.P.Agreement and Plan of Merger • May 3rd, 2010 • Protection Acquisition Sub, Inc. • Services-miscellaneous business services • New York
Reference is made to the Agreement and Plan of Merger, dated as of April 26, 2010 (as amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among Protection One, Inc., a Delaware corporation (the “Company”), Protection Holdings, LLC, a Delaware limited liability company (“Parent”) formed by the undersigned, and Protection Acquisition Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Acquisition Sub”), pursuant to which Acquisition Sub will commence a tender offer (the “Offer”) for all of the outstanding common stock, par value $0.01 per share, of the Company, to be followed by a merger of Acquisition Sub with and into the Company, all on the terms and subject to the conditions set forth in the Merger Agreement (the “Transaction”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Merger Agreement. This letter agreement is being delivered to Parent in connection with the execut
