FORM OF ROLLOVER AGREEMENTForm of Rollover Agreement • September 29th, 2010 • Chen Robert I • Measuring & controlling devices, nec • Delaware
THIS ROLLOVER AGREEMENT (this “Agreement”) is made and entered into as of September 19, 2010 by and between RUDY ACQUISITION CORP., a Delaware corporation (the “Company”), and «INVESTOR_NAME_ROLLOVER» (the “Investor”). Certain definitions are set forth in Section 7 of this Agreement. Certain capitalized terms used in this Agreement, not otherwise defined herein, shall have the meanings set forth in the Merger Agreement (as defined below). Subject to Section 10 hereof, this Agreement shall be a binding obligation of the parties on the date hereof, but the Rollover (as defined below) shall become effective immediately prior to the Effective Time upon the Closing Date.
