Rollover and Voting Commitment LetterVertrue Inc • May 1st, 2007 • Services-business services, nec
Reference is made to (i) an Agreement and Plan of Merger, dated as of March 22, 2007 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among Velo Holdings Inc. (“Buyer”), Velo Acquisition Inc. (“Merger Sub”), and Vertrue Incorporated (the “Company”), and (ii) the Equity Commitment Letters dated the date hereof (“Equity Commitment Letters”), from each of One Equity Partners II, L.P., Oak Investment Partners XII, L.P., Rho Ventures V, L.P. and Rho Ventures V, Affiliates, L.L.C. (and/or its affiliates) (the “Sponsors”). Capitalized terms used but not defined herein have the meanings ascribed to them in the Merger Agreement. This letter (this “Rollover and Voting Commitment Letter”) is being delivered to the addressee in connection with the execution of the Merger Agreement today by Buyer, Merger Sub, and the Company.
