LIMITED GUARANTEELimited Guarantee • November 26th, 2014 • Vector Capital IV, L.P. • Services-mailing, reproduction, commercial art & photography • New York
THIS LIMITED GUARANTEE, dated as of November 17, 2014 (this “Limited Guarantee”), is entered into by Vector Capital IV International, L.P. (“VCIV”) and Vector Entrepreneur Fund III, L.P. (“VEIII,” and each of VEIII and VCIV, a “Guarantor” and collectively the “Guarantors”) in favor of ChyronHego Corporation, a New York corporation (the “Company”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to such terms in the Merger Agreement (as defined below).
To: Vector CH Holdings (Cayman), L.P. c/o Vector Capital Corporation One Market Street Steuart Tower, 23rd Floor San Francisco, California 94105 To: CH Merger Sub, Inc. c/o Vector Capital Corporation One Market Street Steuart Tower, 23rd Floor San...Equity Commitment Agreement • November 26th, 2014 • Vector Capital IV, L.P. • Services-mailing, reproduction, commercial art & photography • New York
Reference is made to the Agreement and Plan of Merger, dated as of the date hereof (as it may be amended from time to time, the “Merger Agreement”), by and among ChyronHego Corporation, a New York corporation (the “Company”), Vector CH Holdings (Cayman), L.P., a Cayman Islands exempted limited partnership (“Parent”) and CH Merger Sub, Inc., a New York corporation and a wholly-owned subsidiary of Parent (“Merger Subsidiary”), pursuant to which Merger Subsidiary will merge with and into the Company, with the Company surviving as a wholly-owned subsidiary of Parent (the “Merger”). Capitalized terms used but not defined herein have the meanings ascribed to them in the Merger Agreement. The parties listed on Schedule A attached hereto are collectively referred to herein as the “Investors.” This letter agreement is being delivered to Parent in connection with the execution of the Merger Agreement by Parent, Merger Subsidiary and the Company.
JOINT FILING AGREEMENTJoint Filing Agreement • November 26th, 2014 • Vector Capital IV, L.P. • Services-mailing, reproduction, commercial art & photography
This agreement is made pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the “Act”) by and among the parties listed below, each referred to herein as a “Joint Filer.” The Joint Filers agree that a statement of beneficial ownership as required by Section 13(d) of the Act and the Rules thereunder may be filed on each of their behalf on Schedule 13D or Schedule 13G, as appropriate, and that said joint filing may thereafter be amended by further joint filings. The Joint Filers state that they each satisfy the requirements for making a joint filing under Rule 13d-1.
