PSAV, INC. Common Stock Underwriting AgreementUnderwriting Agreement • June 6th, 2016 • PSAV, Inc. • Services-business services, nec • New York
PSAV, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [●] shares of common stock, par value $0.01 (“Stock”), of the Company and the stockholders of the Company named in Schedule II-A and Schedule II-B hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated herein, to sell to the Underwriters an aggregate of [●] shares and, at the election of the Underwriters, up to [●] additional shares of Stock. The aggregate of [●] shares to be sold by the Company and the Selling Stockholders is herein called the “Firm Shares” and the aggregate of [●] additional shares to be sold by the Selling Stockholders is herein called the “Optional Shares”. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”.
FORM OF PSAV, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 6th, 2016 • PSAV, Inc. • Services-business services, nec • Delaware
REGISTRATION RIGHTS AGREEMENT (the “Agreement”), dated as of [●], 2016, by and among PSAV, Inc., a Delaware corporation (together with its successors and assigns, the “Issuer”), the GS Investor Group (as hereinafter defined), Olympus (as hereinafter defined, and together with the GS Investor Group, the “Investors”), the FS Group (as hereinafter defined), the Management Holders (as hereinafter defined) and the other signatories hereto who execute an agreement to bound to this Agreement in the form of Exhibit A hereto and any other Person who becomes a party hereto.
Exhibits and Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The exhibits and schedules will be provided to the SEC upon request.] AGREEMENT AND PLAN OF MERGER OF PSAV HOLDINGS LLC AND PSAV, INC.Agreement and Plan of Merger • June 6th, 2016 • PSAV, Inc. • Services-business services, nec
