FORM OF ROLLOVER AGREEMENTRollover Agreement • January 26th, 2015 • Harman International Industries Inc /De/ • Household audio & video equipment • Delaware
THIS ROLLOVER AGREEMENT (this “Agreement”) is made and entered into as of January 22, 2015 by and among Harman International Industries, Incorporated, a Delaware corporation (“Parent”), Sabita Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and , a [—][an individual and resident of [—]] (the “Rollover Holder”), [and solely for the purpose of Section 5.12, STG III, L.P., a Delaware limited partnership (“STG III”), and STG III-A, L.P., a Delaware limited partnership (“STG III-A”)]1[and solely for the purpose of Section 5.13, Romesh Wadhwani, an individual and resident of California]2.
AGREEMENT AND PLAN OF MERGER by and among SYMPHONY TELECA CORPORATION, HARMAN INTERNATIONAL INDUSTRIES, INC., SABITA SUB, INC. and SYMPHONY TECHNOLOGY GROUP, L.L.C., solely in its capacity as the Representative January 22, 2015Agreement and Plan of Merger • January 26th, 2015 • Harman International Industries Inc /De/ • Household audio & video equipment • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of January 22, 2015, is made by and among Symphony Teleca Corporation, a Delaware corporation (the “Company”), Harman International Industries, Incorporated, a Delaware corporation (“Parent”), Sabita Sub, Inc., a Delaware corporation and wholly owned Subsidiary of Parent (“Merger Sub”), and Symphony Technology Group, L.L.C., a Delaware limited liability company, solely in its capacity as the representative for the Company’s securityholders (the “Representative”). Parent, Merger Sub and the Company, and, solely in its capacity as and solely to the extent applicable, the Representative, shall be referred to herein from time to time as a “Party” and collectively as the “Parties.” Capitalized terms used and not otherwise defined herein have the meanings set forth in Article XII below.
