ROLLOVER AGREEMENTRollover Agreement • November 21st, 2018 • PVKG Merger Sub, Inc. • Services-prepackaged software • Delaware
This Rollover Agreement (this “Agreement”) dated as of November 6, 2018, is made by and among PVKG Investment Holdings, Inc., a Delaware corporation (“Holdings”), and the undersigned person (collectively, the “Investors” and, each individually, an “Investor”), each a stockholder of ConvergeOne Holdings, Inc., a Delaware corporation (the “Company”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
CONFIDENTIALITY AGREEMENTConfidentiality Agreement • November 21st, 2018 • PVKG Merger Sub, Inc. • Services-prepackaged software • Delaware
THIS CONFIDENTIALITY AGREEMENT (“Agreement”) is being entered into as of August 31, 2018 between ConvergeOne Holdings Corp (the “Company”) and CVC Advisers (U.S.) Inc. (“Interested Party”).
ASSIGNMENT AND ASSUMPTION AGREEMENT DECEMBER 19, 2018Assignment and Assumption Agreement • December 19th, 2018 • PVKG Merger Sub, Inc. • Services-prepackaged software • Delaware
This Assignment and Assumption Agreement (this “Agreement”), dated as of the date first set forth above, is entered into by and between CVC Capital Partners VII (A) L.P., a Jersey limited partnership (the “Assignor”), and CVC Capital Partners VII AIV (Delaware) LP, a Delaware limited partnership (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Equity Commitment Letter (as the same may be amended from time to time, the “Equity Commitment Letter”), dated as of November 6, 2018, by and among PVKG Intermediate Holdings Inc. (“Parent”), the Assignor, CVC Capital Partners Investment Europe VII L.P., a Jersey limited partnership (“CVC Investment Europe VII”), and CVC Capital Partners VII Associates L.P., a Jersey limited partnership (“CVC VII Associates” and, together with the Assignor and CVC Investment Europe VII, the “Investors”) unless otherwise specified below.
November 6, 2018 Re: Equity Commitment Letter Ladies and Gentlemen:Equity Commitment Letter • November 21st, 2018 • PVKG Merger Sub, Inc. • Services-prepackaged software • Delaware
Reference is hereby made to that certain Agreement and Plan of Merger, dated as of November 6, 2018 (as may be amended from time to time, the “Merger Agreement”), by and among PVKG Intermediate Holdings Inc., a Delaware (“Parent”), PVKG Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Purchaser”), and ConvergeOne Holdings, Inc., a Delaware corporation (the “Company”), pursuant to which, upon the terms and conditions set forth therein, Purchaser will be merged with and into the Company, with the Company continuing as the surviving corporation as a wholly owned Subsidiary of Parent (the “Merger”). Capitalized terms used but not defined herein have the meanings ascribed to such terms in the Merger Agreement. The parties listed on Schedule A hereto are each an “Investor” and collectively, the “Investors.”
LIMITED GUARANTEELimited Guarantee • November 21st, 2018 • PVKG Merger Sub, Inc. • Services-prepackaged software • Delaware
This LIMITED GUARANTEE, dated as of November 6, 2018 (this “Limited Guarantee”), is made by the parties listed as “Guarantors” on the signature pages hereto (each, a “Guarantor” and, collectively, the “Guarantors”), in favor of ConvergeOne Holdings, Inc., a Delaware corporation (the “Company”). The Company is sometimes referred to herein as the “Guaranteed Party”. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Merger Agreement (as defined below).
