0000950144-08-003481 Sample Contracts

Eiger Holdco, LLC 301 Commerce Street, Suite 1600 Fort Worth, Texas 76102 Ladies and Gentlemen:
Industrial Distribution Group Inc • May 1st, 2008 • Wholesale-machinery, equipment & supplies • Delaware

You have advised us that Eiger Holdco, LLC (“Parent”) is entering into an agreement to acquire Industrial Distribution Group, Inc., a Delaware corporation (the “Company”), by merging Eiger Merger Corporation, a Delaware corporation and wholly-owned subsidiary of Parent (the “Sub”), with and into the Company whereby the Company will become a wholly-owned subsidiary of Parent (such transaction being hereinafter referred to as the “Merger”). In connection with the Merger, LKCM Private Discipline Master Fund, SPC (the “Investor”) is pleased to confirm that it commits to provide or cause to be provided to Parent, in exchange for its membership interests and on the terms and subject to the conditions set forth herein, cash in an amount equal to the Merger Consideration (the “Equity Financing Amount”) for purposes of the Merger. Further, the Investor confirms that in the event the Merger Agreement (defined below) is terminated and the “Parent Termination Fee” and an amount equal to the “Plati

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