FR EA

Extract to table

Pull the structured facts out of a document: parties, dates, amounts, obligations.

Extract to table / voting-and-support-agreement.docx
voting-and-support-agreement.docx · 1003-00004

Parties

PRIVATE EQUITY FUND IV LP
Delaware General Corp
Capital Partners IV GP LLC
Harrowgate Capital Partners LLC
Oakhurst Proxy Advisors LLC
Harkness LLP
Harmon LLP
Equity Inc

Dates

April 7, 2025
June 19, 2025
September 30, 2025

Amounts

$980,000,000
$15.95
$0.01
$21,500,000
$12,500,000
$5,000,000
$4,000,000

Obligations

01 per share, of the Company ("Company Common Stock"), as set forth opposite such Stockholder's name on Schedule A hereto (together with any additional shares of Company Common Stock acquired by such Stockholder after the date hereof and prior to the Expiration Date, collectively, the "Subject Shares"); WHEREAS, each Stockholder is a member of the Company's senior management team: Langford serves as the Chief Executive Officer of the Company, Simmons serves as the Chief Financial Officer of the Company, and Dunn serves as the Chief Operating Officer of the Company; WHEREAS, each Stockholder is also party to that certain Rollover Agreement, dated as of April 7, 2025 (the "Rollover Agreement"), by and among Parent, the Company, and the Stockholders, pursuant to which each Stockholder has agreed to contribute a portion of such Stockholder's equity in the Company to the surviving entity in lieu of receiving cash merger consideration for certain rollover shares (the "Rollover Shares"), with aggregate rollover equity of Twenty-One Million Five Hundred Thousand Dollars ($21,500,000) allocated as follows: Langford — Twelve Million Five Hundred Thousand Dollars ($12,500,000); Simmons — Five Million Dollars ($5,000,000); and Dunn — Four Million Dollars ($4,000,000); WHEREAS, as a condition and inducement to Parent's and Merger Sub's willingness to enter into the Merger Agreement, Parent has required that each Stockholder enter into this Agreement; and WHEREAS, capitalized terms used but not defined herein shall have the meanings ascribed to them in the Merger Agreement
As used in this Agreement, the following terms shall have the respective meanings set forth below: "Beneficially Own" or "Beneficial Ownership" shall have the meaning ascribed to such term in Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the terms "Beneficial Owner" and "Beneficially Owned" shall have correlative meanings
"Permitted Transferee" means, with respect to any Stockholder, (a) any member of such Stockholder's immediate family (including such Stockholder's spouse, domestic partner, parents, siblings, children, grandchildren, and the spouses or domestic partners of any of the foregoing), (b) any trust established for the benefit of such Stockholder or any member of such Stockholder's immediate family for estate planning purposes, or (c) any entity wholly owned by such Stockholder or one or more members of such Stockholder's immediate family; provided, however, that in each case such Permitted Transferee shall have executed and delivered to Parent a joinder to this Agreement substantially in the form attached hereto as Exhibit A
For the avoidance of doubt, the term "Subject Shares" shall include both the Rollover Shares and all other shares of Company Common Stock Beneficially Owned by such Stockholder
"Superior Proposal" shall have the meaning ascribed to such term in the Merger Agreement
The terms "Transferred" and "Transferring" shall have correlative meanings