May 27, 2011IVD Acquisition Corp • July 15th, 2011 • In vitro & in vivo diagnostic substances
This letter agreement sets forth the Parties’ agreement and understanding with respect to the disclosure by a Party (the “Disclosing Party”) of certain of its confidential information regarding itself and its businesses to the other Party (the “Receiving Party”). As a condition to the Disclosing Party furnishing the Receiving Party with such information, the Receiving Party agrees to treat any information, whether written or oral, concerning the Disclosing Party (whether prepared by the Disclosing Party, its advisors or otherwise) that is furnished to the Receiving Party, whether before or after the date hereof, by or on behalf of the Disclosing Party regardless of whether such information is identified as “confidential” (herein collectively referred to as the “Evaluation Material”) in accordance with the provisions of this letter agreement and to take or abstain from taking certain other actions herein set forth. The Receiving Party recognizes and acknowledges the competitive value of
LIMITED GUARANTYLimited Guaranty • July 28th, 2011 • IVD Acquisition Corp • In vitro & in vivo diagnostic substances • Delaware
LIMITED GUARANTY, dated as of July 2, 2011 (this “Limited Guaranty”), by TPG Partners VI, L.P., a Delaware limited partnership (the “Guarantor”), in favor of Immucor, Inc. (the “Guaranteed Party”).
c/o TPG Capital, L.P. San Francisco, CA 94104 Ladies and Gentlemen:Letter Agreement • July 28th, 2011 • IVD Acquisition Corp • In vitro & in vivo diagnostic substances • New York
This letter agreement (this “Agreement”) sets forth the commitment of TPG Partners VI, L.P., a Delaware limited partnership (the “Fund”), subject to the terms and conditions contained herein, to purchase certain equity interests of IVD Holdings Inc., a newly formed Delaware corporation (“Parent”). 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”), dated as of the date hereof, by and among Immucor, Inc., a Georgia corporation (the “Company”), Parent and IVD Acquisition Corporation, a Georgia corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), Merger Sub will be merged with and into the Company (the “Merger”), with the Company being the surviving entity of such Merger and a wholly-owned subsidiary of Parent. Each capitalized term used and not defined herein shall have the meaning ascribed thereto in the Merger Agreement.
