Vector Capital III, L.P. c/o Vector Capital Corporation 456 Montgomery Street, 19th Floor San Francisco, CA 94104Equity Commitment • August 17th, 2006 • Vector Capital III, L.P. • Services-prepackaged software
Fresenius SE 61346 Bad Homburg v.d.H.Equity Commitment • August 1st, 2008 • Fresenius Kabi Pharmaceuticals Holding, LLC
October 02, 2009 CONFIDENTIAL Maximus Holdings Inc. c/o Symphony Technology GroupEquity Commitment • October 5th, 2009 • STG Ugp, LLC • Services-prepackaged software
March 15, 2019 Restoration Robotics, Inc.Equity Commitment • March 15th, 2019 • Restoration Robotics, Inc. • Surgical & medical instruments & apparatus • Delaware
Altaris Health Partners V, L.P. Altaris Health Partners V-A, L.P. New York, NY 10022Equity Commitment • January 19th, 2023 • Trean Insurance Group, Inc. • Fire, marine & casualty insurance
Altaris Health Partners V, L.P., a Delaware limited partnership and Altaris Health Partners V-A, L.P., a Delaware limited partnership (the foregoing together, the “Investors”, and each of the Investors individually, an “Investor”), are pleased to offer, subject to and on the terms and conditions hereof, the Commitment (as defined below) to Treadstone Parent Inc., a Delaware corporation (“Parent”), which has been formed in connection with the entry into that certain Agreement and Plan of Merger, dated as of the date hereof (as it may be amended, supplemented or modified from time to time, the “Merger Agreement”), by and among Parent, Treadstone Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), and Trean Insurance Group, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined in this letter agreement shall have the meanings ascribed to such terms in the Merger Agreement.
FIRST RESERVE FUND XIV, L.P.Equity Commitment • December 1st, 2020 • FR Utility Services Merger Sub, Inc. • Water, sewer, pipeline, comm & power line construction • Delaware
COMMITMENT LETTER September 23, 2013Equity Commitment • September 25th, 2013 • Morgan Stanley • Security brokers, dealers & flotation companies • New York
This letter agreement sets forth the commitment of Lead Rich International Limited, a British Virgin Islands business company with limited liability (the “Sponsor”), subject to the terms and conditions contained herein, to purchase equity interests of Full Alliance International Limited, a British Virgin Islands exempted company (“Holdco”). 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 Yongye International, Inc., a Nevada corporation (the “Company”), Holdco, Yongye International Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a direct wholly-owned subsidiary of Holdco (“Parent”), and Yongye International Merger Sub Limited, a Nevada corporation and a direct wholly-owned subsidiary of Parent (“Merger Sub”), Merger Sub will merge with and into the Company (
May 31, 2011 CONFIDENTIALEquity Commitment • June 3rd, 2011 • Vector Capital III, L.P. • Measuring & controlling devices, nec
To: Ray Holding Corporation c/o Vector Capital Corporation One Market Street Steuart Tower, 23rd Floor San Francisco, California 94105
EQUITY COMMITMENTEquity Commitment • December 13th, 2007 • Brookfield Infrastructure Partners L.P. • Lumber & wood products (no furniture)
BROOKFIELD INFRASTRUCTURE L.P. (the “Infrastructure Partnership”), a limited partnership existing under the laws of Bermuda
April 22, 2005Equity Commitment • August 31st, 2005 • Traffic.com, Inc. • Pennsylvania
This Letter Agreement (“Letter Agreement”) is entered into by and among Traffic.com, Inc., a Delaware corporation (the “Company”), and each of the parties listed on Schedule 1 hereto (the “Investor Guarantors”). The capitalized terms used in this Letter Agreement and not otherwise defined shall have the meanings set forth in the Amended Credit Agreement (as such term in defined below).
Barington Companies Equity Partners, L.P. Barington Companies Offshore Fund, Ltd. (BVI)Equity Commitment • September 23rd, 2005 • Ranger Holdco, Inc. • Services-business services, nec
Reference is made to that Agreement and Plan of Merger, dated as of August 9, 2005 (the “Merger Agreement”), by and among Ranger Holdco, Inc., a Delaware corporation (the “Parent” or “Parent”), Ranger Mergerco, Inc., a Delaware corporation and wholly-owned subsidiary of the Parent and Register.com, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms under the Merger Agreement. As used herein, the term “Parent” shall include any entity to which Parent shall assign its rights, interests and obligations under the Merger Agreement in accordance with Section 10.13 thereof. The parties listed in Schedule A are collectively referred to herein as the “Investors”.
July 23, 2007Equity Commitment • July 23rd, 2007 • Dickey Lewis W Jr • Radio broadcasting stations
March 16, 2017 Threshold Pharmaceuticals, Inc.Equity Commitment • May 15th, 2017 • Threshold Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
To: Magic Lamp Corp.Equity Commitment • January 13th, 2009 • Jasmine Holdco LLC • Services-computer integrated systems design
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 Magic Lamp Corp., a Delaware corporation (“Parent”), Jasmine Merger Corp Ltd, an Israeli company and a wholly-owned subsidiary of Parent (“Merger Sub”) and Aladdin Knowledge Systems Ltd., an Israeli company (the “Company”), pursuant to which Merger Sub 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 Sub and the Company.
July 8, 2009 Lion Holdings, Inc. c/o Andrew H. Baker Life Sciences Research, Inc. Mettlers Road, P.O. Box 2360 East Millstone, NJ 08875Equity Commitment • September 23rd, 2009 • Life Sciences Research Inc • Services-commercial physical & biological research • New York
Reference is made to the proposed Agreement and Plan of Merger (the “Merger Agreement”), by and among Lion Holdings, Inc, a Delaware corporation (“Parent” or “Investee”), Lion Merger Corp., a Maryland corporation and a wholly-owned subsidiary of Parent (“Merger Co”) and Life Sciences Research, Inc., a Maryland corporation (the “Company”). Capitalized terms used and not otherwise defined herein have the meanings ascribed to them in the Merger Agreement.
March 16, 2017 Threshold Pharmaceuticals, Inc.Equity Commitment • May 16th, 2017 • Threshold Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
June 11, 2021Equity Commitment • July 2nd, 2021 • Iconix Acquisition LLC • Footwear, (no rubber)
Reference is made to that certain Agreement and Plan of Merger, dated as of June 11, 2021 (as amended, restated, supplemented or otherwise modified from time to time, the “Agreement”), by and among Iconix Brand Group, Inc., a Delaware corporation (the “Company”), Iconix Acquisition LLC, a Delaware limited liability company (“Parent”), and Iconix Merger Sub Inc., a Delaware corporation (“Purchaser”). This letter agreement (this “Commitment Letter”) becomes effective only upon the execution and delivery of the Agreement. Capitalized terms used and not otherwise defined herein have the meanings ascribed to them in the Agreement.
Re: Equity CommitmentEquity Commitment • August 8th, 2007 • KHI Parent Inc. • Household audio & video equipment
GREENBRIAR EQUITY FUND II, L.P., GREENBRIAR EQUITY FUND II-A, L.P. AND GREENBRIAR CO-INVESTMENT PARTNERS II, L.P. Rye, NY 10580 March 17, 2013Equity Commitment • March 26th, 2013 • GB Aero Engine Merger Sub Inc. • Aircraft engines & engine parts • New York
Reference is made to that certain Agreement and Plan of Merger, dated as of March 17, 2013 (the “Merger Agreement”), by and among EDAC Technologies Corporation, a Wisconsin corporation (the “Company”), GB Aero Engine LLC, a Delaware limited liability company (“Parent”), and GB Aero Engine Merger Sub Inc., a Wisconsin corporation and wholly owned subsidiary of Parent (“Merger Sub”) (as the same may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), pursuant to which Merger Sub has agreed to (i) commence a tender offer for all of the outstanding Shares (the “Offer”) and (ii) if the Offer is completed on the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into the Company with the Company surviving the merger (the “Merger”) on the terms and conditions set forth therein. Capitalized terms used and not otherwise defined herein have the meanings ascribed to them in the Merger Agreement. This letter
Vornado Realty, L.P. 888 Seventh Avenue New York, NY 10019Equity Commitment • April 28th, 2005 • Vornado Realty Trust • Real estate investment trusts • Delaware
Reference is made to the Agreement and Plan of Merger, dated as of the date hereof (the “Agreement”), among Toys “R” Us, Inc., a Delaware corporation (the “Company”), Global Toys Acquisition, LLC, a Delaware limited liability company (“Parent”), and Global Toys Acquisition Merger Sub, Inc., a Delaware corporation (“Acquisition Sub”). Capitalized terms used and not otherwise defined herein have the meanings ascribed to them in the Agreement.
GLOBAL ENERGY & POWER INFRASTRUCTURE FUND III, L.P.Equity Commitment • March 3rd, 2021 • BlackRock Inc. • Security brokers, dealers & flotation companies • Delaware
January 14, 2015Equity Commitment • January 15th, 2015 • Regado Biosciences Inc • Pharmaceutical preparations
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 Regado Biosciences, Inc., a Delaware corporation (“Parent”), Landmark Merger Sub Inc., a Delaware corporation (“Merger Sub”), Tobira Therapeutics, Inc., a Delaware corporation (“Company”), and, solely with respect to Section 5.14, Brent Ahrens, as the “Company Stockholders’ Agent”, pursuant to which Merger Sub will merge with and into the Company, with the Company surviving as the surviving corporation (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 and the Company. The obligations, covenants, representations and warranties of the Inve
EQUITY COMMITMENT LETTER May 12, 2013Equity Commitment • May 14th, 2013 • Asiainfo-Linkage, Inc • Services-prepackaged software • New York
Re: Equity CommitmentEquity Commitment • May 6th, 2015 • Francisco Partners Iv, L.P. • Services-computer programming services
Reference is made to that certain Agreement and Plan of Merger, dated as of April 21, 2015 (as it may be amended from time-to-time, the “Merger Agreement”), by and among KDR Holding, Inc., a Delaware corporation (“Parent”), KDR Acquisition, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Purchaser”), and Procera Networks, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined in this equity commitment letter (this “Commitment Letter”) shall have the meanings ascribed to such terms in the Merger Agreement. As used herein, the terms “Parent” and “Purchaser” shall include any entity to which Parent or Purchaser, as applicable, shall assign their respective rights, interests and obligations under the Merger Agreement in accordance with Section 8.8 thereof.
To: Ray Holding Corporation c/o Vector Capital Corporation One Market Street Steuart Tower, 23rd Floor San Francisco, California 94105 To: Ray Merger Sub Corporation c/o Vector Capital Corporation One Market Street Steuart Tower, 23rd Floor San...Equity Commitment • January 28th, 2011 • Vector Capital III, L.P. • Measuring & controlling devices, nec
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 Ray Holding Corporation, a Delaware corporation (“Parent”), Ray Merger Sub Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”) and RAE Systems Inc., a Delaware corporation (the “Company”), pursuant to which Merger Sub 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 Sub and the Company.
JLL PARTNERS FUND VI, L.P. JLL PARTNERS FUND V, L.P. JLL ASSOCIATES V (PATHEON), L.P. JLL PATHEON CO-INVESTMENT FUND, L.P. NEW YORK, NEW YORKEquity Commitment • November 19th, 2013 • Patheon Inc • Pharmaceutical preparations
Reference is hereby made to (a) that certain Contribution Agreement, dated as of November 18, 2013 (the “Contribution Agreement”), by and among JLL Patheon Co-Investment Fund, L.P., a Cayman Islands exempted limited partnership (“JLL Holdco”), Koninklijke DSM N.V., a corporation organized under the laws of The Netherlands (“Delta”), and JLL/Delta Patheon Holdings, L.P., a Cayman Islands exempted limited partnership (“Newco”), and (b) that certain Arrangement Agreement, dated as of November 18, 2013 (the “Arrangement Agreement”), by and between Newco and Patheon Inc., a Canadian corporation (“Patheon”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Arrangement Agreement.
EQUITY COMMITMENTEquity Commitment • July 6th, 2020 • Brookfield Asset Management Inc. • Operators of nonresidential buildings • Ontario
NOW THEREFORE in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereto agree as follows:
May 31, 2011 CONFIDENTIALEquity Commitment • June 3rd, 2011 • Vector Capital III, L.P. • Measuring & controlling devices, nec
To: Ray Holding Corporation c/o Vector Capital Corporation One Market Street Steuart Tower, 23rd Floor San Francisco, California 94105
April 13, 2015Equity Commitment • April 15th, 2015 • JLL Building Holdings, LLC • Retail-lumber & other building materials dealers • Delaware
Reference is hereby made to (i) that certain Securities Purchase Agreement, dated as of the date hereof (the “Purchase Agreement”), by and among Builders FirstSource, Inc. a Delaware corporation (the “Purchaser”), ProBuild Holdings LLC, a Delaware limited liability company (the “Company”), and the other parties thereto (collectively, the “Sellers”) and (ii) that certain debt commitment letter, dated as of the date hereof, by and among the Purchaser and the lender parties thereto (the "Debt Commitment Letter"). Capitalized terms used and not otherwise defined herein have the meanings ascribed to such terms in the Purchase Agreement.
To: Rainbow National Services LLC Re: Equity CommitmentEquity Commitment • July 30th, 2007 • CSC Holdings Inc • Cable & other pay television services
