Non-Tender and Support Agreement Sample Contracts

NON-TENDER AND SUPPORT AGREEMENT
Non-Tender and Support Agreement • April 11th, 2011 • Eagle Parent, Inc. • Services-prepackaged software • Delaware

THIS NON-TENDER AND SUPPORT AGREEMENT (this “Agreement”) dated April 4, 2011, is by and among Eagle Parent, Inc., a Delaware Corporation (“Parent”), Element Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Acquisition Sub”) and the undersigned shareholders (each a “Shareholder”).

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NON-TENDER AND SUPPORT AGREEMENT
Non-Tender and Support Agreement • July 28th, 2009 • Bankrate Inc • Services-business services, nec • Florida

THIS NON-TENDER AND SUPPORT AGREEMENT (this “Agreement”) dated July 22, 2009, is by and among BEN HOLDINGS, INC., a Delaware Corporation (“Parent”), BEN MERGER SUB, INC., a Florida corporation and a wholly owned Subsidiary of Parent (“Merger Sub”) and Thomas R. Evans (the “Shareholder”).

CONTRIBUTION, NON-TENDER AND SUPPORT AGREEMENT
Non-Tender and Support Agreement • August 4th, 2011 • Global Traffic Network, Inc. • Services-miscellaneous business services • Nevada

This Contribution, Non-Tender and Support Agreement (this “Agreement”), dated as of August 2, 2011, is entered into by and between GTCR Gridlock Holdings (Cayman), L.P., a Cayman Islands exempted limited partnership (“Parent”), and William L. Yde III, individually (the “Investor”), a stockholder of Global Traffic Network, Inc., a Nevada corporation (the “Company”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).

NON-TENDER AND SUPPORT AGREEMENT by and among COLONEL HOLDINGS, INC. and CERTAIN STOCKHOLDERS OF CKX, INC. Dated as of May 10, 2011
Non-Tender and Support Agreement • May 11th, 2011 • CKX, Inc. • Services-motion picture & video tape production • Delaware

NON-TENDER AND SUPPORT AGREEMENT, dated as of May 10, 2011 (this “Agreement”), by and among Colonel Holdings, Inc., a Delaware corporation (“Parent”), Robert F.X. Sillerman, an individual (the “Stockholder Representative”), and certain other stockholders of CKx, Inc., a Delaware corporation (the “Company”), whose names are set forth on the signature pages to this Agreement (together with the Stockholder Representative, each a “Stockholder” and, collectively, the “Stockholders”).

NON-TENDER AND SUPPORT AGREEMENT
Non-Tender and Support Agreement • July 28th, 2009 • Bankrate Inc • Services-business services, nec • Florida

THIS NON-TENDER AND SUPPORT AGREEMENT (this “Agreement”) dated as of July 22, 2009, is by and among BEN HOLDINGS, INC., a Delaware Corporation (“Parent”), BEN MERGER SUB, INC., a Florida corporation and a wholly owned subsidiary of Parent (“Merger Sub”) and Peter Christopher Morse; Martha F. Morse, Martha F. Morse Revocable Trust; Peter C. Morse 2008 Annuity Trust; Peter C. Morse 2007 Annuity Trust; Peter C. Morse Remainder Trust FBO Clay P. Morse; Peter C. Morse Remainder Trust FBO Kate M. Frantz; and Peter C. Morse Remainder Trust FBO Lisa D. Morse (collectively, the “Morse Parties”).

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