Rollover EquityRollover Equity Agreement • June 26th, 2007 • 1 800 Contacts Inc • Retail-catalog & mail-order houses
We refer to the Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), among 1-800 Contacts, Inc., a Delaware corporation (the “Company”), Alta Parent Corp., a Delaware corporation (“Parent”), and Alta Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Sub”), which provides for the merger of Sub with and into the Company, with the Company as the surviving corporation (the “Merger”). Parent has been formed by Fenway Partners Capital Fund III, L.P. and certain of its affiliates (collectively “Fenway”) for the purpose of the transactions contemplated by the Merger Agreement.
