PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • August 16th, 2006 • Richardson Electronics LTD/De • Wholesale-electronic parts & equipment, nec • New York
This Purchase and Sale Agreement (this “Purchase and Sale Agreement”) is made and entered into as of August 10, 2006 (the “Effective Date”), by and between Richardson Electronics, Ltd., a Delaware corporation (“Purchaser”); Portside Growth and Opportunity Fund, a Cayman Islands exempted company (“Seller”); and solely for purposes of Sections 5, 6, 9, 10, 11, 13, 15, 16, 17, 18, 20 and 21 hereof, Ramius Capital Group, LLC, a Delaware limited liability company (“Ramius,” and collectively with Purchaser and Seller, the “Parties”). Capitalized terms used herein but not otherwise defined shall have the meaning given to such terms in that certain Indenture (the “Indenture”), dated as of November 21, 2005, by and among Purchaser, Law Debenture Trust Company of New York, a New York banking corporation, as Trustee (the “Trustee”) and J.P. Morgan Trust Company, National Association, a national banking association, as Registrar, Paying Agent and Conversion Agent.
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • August 16th, 2006 • Richardson Electronics LTD/De • Wholesale-electronic parts & equipment, nec • Illinois
This Purchase and Sale Agreement (this “Purchase and Sale Agreement”) is made and entered into as of August 10, 2006 (the “Effective Date”), by and between Whitebox Advisors, LLC, a Delaware limited liability company, Whitebox Intermarket Partners LP, a British Virgin Islands limited partnership, Whitebox Diversified Convertible Arbitrage Partners, LP, a Cayman Islands limited partnership, Whitebox Convertible Arbitrage Partners, LP, a British Virgin Islands limited partnership, Pandora Select Partners, LP, a British Virgin Islands limited partnership, Guggenheim Portfolio XXXI, LLC, a Delaware limited liability company and HFR RVA Combined Master Trust, a Bermuda unit trust, and their affiliates (each a “Seller” and together “Sellers”); and Richardson Electronics, Ltd., a Delaware corporation, or its designee (“Purchaser,” and together with Sellers, the “Parties”). Capitalized terms used herein but not otherwise defined shall have the meaning given to such terms in that certain Indent
