October 1, 2007 CONFIDENTIAL Pioneer Holding Corp. 456 Montgomery St., 19th Floor San Francisco, California 94104 Re: Equity Rollover Commitment Gentlemen:Equity Rollover Commitment • October 11th, 2007 • Pioneer Holding Corp. • Computer peripheral equipment, nec
Reference is made to the Agreement and Plan of Merger, dated as of October 1, 2007 (as it may be amended from time to time, the “Merger Agreement”), by and among Pioneer Holding Corp., a Delaware corporation (“Parent”), Pioneer Sub Corp., a Delaware corporation (“Merger Sub”) and [Trinity], Inc., a Delaware corporation (the “Company”), pursuant to which Merger Sub will be merged into the Company (the “Merger”). Capitalized terms used but not defined herein have the meanings ascribed to such terms under the Merger Agreement. As used herein, the terms “Parent” and “Merger Sub” shall include any entity to which Parent or Merger Sub, as applicable, shall assign their respective rights, interests and obligations under the Merger Agreement in accordance with Section 11.05 thereof. The undersigned and Vector Capital Partners IV, L.P. (the party to the Equity Commitment Letter) (“Vector Capital”) and any other Affiliates of Vector Capital who invest in Parent are collectively referred to herei
Sterling Holdco Inc. c/o Providence Equity Partners L.L.C. 9 West 57th Street Suite 4700 New York, NY 10019Equity Rollover Commitment • May 23rd, 2011 • Sra International Inc • Services-computer programming, data processing, etc. • Delaware
This letter agreement (this “Agreement”) sets forth the commitment of The Ernst Volgenau Revocable Trust (the “Equity Provider”), subject to the terms and conditions contained herein, to transfer, contribute and deliver the number of shares of Common Stock described in Section 1 below to Sterling Holdco Inc., a Delaware corporation (“Holdco”), in exchange for the equity of Holdco described in Section 1 below and the promissory note of Holdco in the form attached hereto as Exhibit A (the “Note”). Providence Equity Partners VI L.P. and Providence Equity Partners VI-A, L.P., each a Delaware limited partnership (together, “Providence”), pursuant to the Equity Commitment Letter, dated as of March 31, 2011, by and among the Company and Providence, will contribute up to $525,152,395 to Holdco in exchange for equity of Holdco. It is contemplated that, pursuant to an Agreement and Plan of Merger (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”)
Sterling Holdco Inc. c/o Providence Equity Partners L.L.C. 9 West 57th Street Suite 4700 New York, NY 10019Equity Rollover Commitment • April 18th, 2011 • Sra International Inc • Services-computer programming, data processing, etc. • Delaware
This letter agreement (this “Agreement”) sets forth the commitment of The Ernst Volgenau Revocable Trust (the “Equity Provider”), subject to the terms and conditions contained herein, to transfer, contribute and deliver the number of shares of Common Stock described in Section 1 below to Sterling Holdco Inc., a Delaware corporation (“Holdco”), in exchange for the equity of Holdco described in Section 1 below and the promissory note of Holdco in the form attached hereto as Exhibit A (the “Note”). Providence Equity Partners VI L.P. and Providence Equity Partners VI-A, L.P., each a Delaware limited partnership (together, “Providence”), pursuant to the Equity Commitment Letter, dated as of March 31, 2011, by and among the Company and Providence, will contribute up to $525,152,395 to Holdco in exchange for equity of Holdco. It is contemplated that, pursuant to an Agreement and Plan of Merger (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”)
October 1, 2007 CONFIDENTIAL Pioneer Holding Corp. 456 Montgomery St., 19th Floor San Francisco, California 94104 Re: Equity Rollover Commitment Gentlemen:Equity Rollover Commitment • October 11th, 2007 • Pioneer Holding Corp. • Computer peripheral equipment, nec
Reference is made to the Agreement and Plan of Merger, dated as of October 1, 2007 (as it may be amended from time to time, the “Merger Agreement”), by and among Pioneer Holding Corp., a Delaware corporation (“Parent”), Pioneer Sub Corp., a Delaware corporation (“Merger Sub”) and Printronix, Inc., a Delaware corporation (the “Company”), pursuant to which Merger Sub will be merged into the Company (the “Merger”). Capitalized terms used but not defined herein have the meanings ascribed to such terms under the Merger Agreement. As used herein, the terms “Parent” and “Merger Sub” shall include any entity to which Parent or Merger Sub, as applicable, shall assign their respective rights, interests and obligations under the Merger Agreement in accordance with Section 11.05 thereof. The undersigned and Vector Capital Partners IV, L.P. (the party to the Equity Commitment Letter) (“Vector Capital”) and any other Affiliates of Vector Capital who invest in Parent are collectively referred to here
