Reservoir Master Fund, L.P. Letterhead]Equity Rollover Agreement • February 19th, 2008 • Restoration Hardware Inc • Retail-furniture stores
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 Home Holdings, LLC, a Delaware limited liability company (“Parent”), Home Merger Sub, Inc., a Delaware corporation (“Merger Sub”) and Restoration Hardware, Inc., a Delaware corporation (the “Company”), pursuant to which Merger Sub, or a permitted assignee of Merger Sub, will be merged into the Company (the “Merger”), with the Company as the Surviving Corporation. Capitalized terms used but not defined herein have the meanings ascribed to them in the Merger Agreement. This letter is being delivered to Parent in connection with the execution of the Merger Agreement by Parent, Merger Sub and the Company. For purposes of this letter, “Investors” means the parties delivering Equity Commitments (as defined herein) and other investors investing in Parent.
Sunrise Acquisition Company, LLCEquity Rollover Agreement • February 27th, 2009 • Tarrant Apparel Group • Women's, misses', and juniors outerwear
Glenhill Capital Overseas Master Fund, LP Letterhead] November 8, 2007Equity Rollover Agreement • November 8th, 2007 • Glenhill Advisors LLC • Retail-furniture stores
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 Home Holdings, LLC, a Delaware limited liability company (“Parent”), Home Merger Sub, Inc., a Delaware corporation (“Merger Sub”) and Restoration Hardware, Inc., a Delaware corporation (the “Company”), pursuant to which Merger Sub, or a permitted assignee of Merger Sub, will be merged into the Company (the “Merger”), with the Company as the Surviving Corporation. Capitalized terms used but not defined herein have the meanings ascribed to them in the Merger Agreement. This letter is being delivered to Parent in connection with the execution of the Merger Agreement by Parent, Merger Sub and the Company. For purposes of this letter, “Investors” means the parties delivering Equity Commitments (as defined herein) and other investors investing in Parent.
EQUITY ROLLOVER AGREEMENT H&F HARRINGTON AIV II, L.P. C/O HELLMAN & FRIEDMAN LLCEquity Rollover Agreement • August 22nd, 2011 • Emdeon Inc. • Services-business services, nec • New York
This letter agreement (this “Agreement”) sets forth the H&F Commitment (as defined below) of H&F Harrington AIV II, L.P. (the “H&F Sponsor”), on the terms and subject to the conditions contained herein, to exchange, or to cause the exchange of, shares of Class A common stock, par value $0.00001, per share (“Class A Common Stock”), of Emdeon, Inc., a Delaware corporation (the “Company”) for the equity of Beagle Parent Corp., a newly formed Delaware corporation (“Parent”). This Agreement also sets forth the commitments of (i) HFCP VI Domestic AIV, L.P., Hellman & Friedman Investors VI, L.P., Hellman & Friedman Capital Executives VI, L.P. and Hellman & Friedman Capital Associates VI, L.P. (the “H&F Unitholders”), on the terms and subject to the conditions contained herein, to enter into the Unit Purchase Agreement substantially in the form attached hereto as Exhibit A (the “Unit Purchase Agreement”) at the Effective Time and effect the transactions contemplated thereby (the “Unit Purchase
