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.
