Elliott Associates, L.P. Elliott International, L.P.Equity and Rollover Commitment Letter • December 11th, 2018 • Elliott Associates, L.P. • Delaware
This letter agreement (this “Letter Agreement”) sets forth the several (and not joint and several) commitment of Elliott Associates, L.P., a Delaware limited partnership, and Elliott International, L.P., a Cayman Islands limited partnership (each, an “Investor”), subject to the terms and conditions contained herein, to (x) purchase, or cause the purchase of, the equity of Toro Private Holdings III, Ltd., a private limited company organized under the laws of England and Wales (“Parent”), and (y) contribute to Parent, shares of common stock, par value $0.0025 per share, of the Company (the “Shares”) in exchange for additional equity in Parent. It is contemplated that, pursuant to the Agreement and Plan of Merger (as amended, restated, supplemented or otherwise modified from time to time pursuant to the terms thereof, the “Merger Agreement”) entered into concurrently herewith by and among Parent, following the execution of a joinder, Toro Private Holdings IV, Ltd., a Bermuda exempted comp
Siris Partners IV (Cayman) Main, L.P. Siris Partners IV (Cayman) Parallel, L.P. c/o Siris Capital Group, LLC 601 Lexington Avenue, 59th Floor New York, New York 10022 December 9, 2018Interim Investors Letter Agreement • December 11th, 2018 • Elliott Associates, L.P. • Delaware
This letter agreement is entered into by Toro Private Holdings III, Ltd. (“Parent”), Siris Partners IV (Cayman) Main, L.P. and Siris Partners IV (Cayman) Parallel, L.P. (collectively, “Sierra”) and Elliott Associates, L.P. and Elliott International, L.P. (collectively, “Echo”).
