KELLIE ZELL IRREVOCABLE TRUST MATTHEW ZELL IRREVOCABLE TRUST JOANN ZELL GILLIS IRREVOCABLE TRUST October 28, 2010Samstock LLC • October 28th, 2010 • Services-business services, nec • New York
This letter agreement confirms the commitment of the undersigned, subject to the conditions set forth herein, to purchase, or cause an assignee permitted by the fifth paragraph of this letter agreement (a “Permitted Assignee”) to purchase, equity securities of Parent immediately prior to the Acceptance Date for an aggregate purchase price of Sixty-One Million Six Thousand Three Hundred Thirteen Dollars ($61,006,313) (collectively, the “Commitment”) solely to the extent necessary to pay the Offer Price, Merger Consideration and the amounts to be paid pursuant to Section 3.09 of the Merger Agreement pursuant to and in accordance with the Merger Agreement and to pay fees and expenses contemplated thereby and for no other purposes; provided, however, that the undersigned and its Permitted Assignees shall not, under any circumstances, be obligated to contribute to, purchase equity of or otherwise provide funds to Parent or Purchaser in any amount in excess of the Commitment. The obligation
