July 27, 2010Letter Agreement • August 26th, 2010 • Mountain Acquisition Corp. • Services-business services, nec • Delaware
This letter agreement (this “Equity Commitment Letter”) sets forth the commitment of VESTAR CAPITAL PARTNERS V, L.P. (the “Sponsor”), subject to the terms and conditions contained herein, to purchase, or cause the purchase of, certain equity and/or debt securities of MOUNTAIN ACQUISITION CORP., a Delaware corporation (“Parent”). It is contemplated that, pursuant to that certain Agreement and Plan of Merger, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”) by and among Parent, MOUNTAIN MERGER SUB CORP., a Delaware corporation (“Merger Sub”), and HEALTH GRADES, INC. (the “Company”), Merger Sub has agreed to (i) commence a tender offer for all of the outstanding shares of Company Common Stock and (ii) if the Offer is completed on the terms and subject to the conditions set forth in the Merger Agreement, merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly-owned subs
