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(a)-(b)
On October 27, 2013, RCAP, a newly formed
wholly owned subsidiary of RCAP (“
Merger Sub
”) and ICH entered into an Agreement and Plan of Merger, dated as
of October 27, 2013 (the “
Merger Agreement
”), pursuant to which, among other things: (i) each outstanding
share of Common Stock (including any such shares currently subject to vesting and any Option Shares) will be cancelled and retired
and converted into the right to receive one of the following: (A) with respect to each share for which the holder elects to receive
cash (collectively, the “
Cash Election Shares
”), $7.25 in cash or (B) with respect to each share for which the
holder (I) elects to receive shares of Class A common stock of RCAP (the “
RCAP Common Stock
”) or (II) does not
make an election, the number of shares of RCAP Common Stock equal to the quotient of $7.25 divided by the volume weighted average
trading price of a share of RCAP Common Stock for the five consecutive trading days immediately preceding the closing of the Merger
and (ii) Merger Sub will be merged with and into ICH with ICH continuing as the surviving entity and a wholly-owned subsidiary
of RCAP (collectively, the “
Merger
”). The Merger Agreement provides that, in no event may the portion of the
total merger consideration payable in cash exceed 60% of the total merger consideration, with a pro-rata adjustment if cash elections
are made with respect to a number of shares of Common Stock that would otherwise cause the cash consideration payable in the Merger
to exceed such 60% threshold. Based on the 7,246,723 shares of Common Stock (including Option Shares) represented by ICH in the
Merger Agreement to be issued and outstanding as of October 25, 2013, the aggregate merger consideration payable to ICH stockholders
in the Merger is approximately $52.5 million. Consummation of the Merger is subject to (i) the adoption of the Merger Agreement
by the ICH stockholders, (ii) certain regulatory approvals and (iii) certain other conditions set forth in the Merger Agreement,
but is not conditioned on the expiration or termination of any waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended, or receipt of any financing by RCAP.
Concurrently with, and as an inducement
for RCAP and Merger Sub to enter into the Merger Agreement, the Voting Stockholder entered into the Voting Agreement with RCAP
and Merger Sub, pursuant to which the Voting Stockholder, among other things, has agreed to vote, and has granted to RCAP an irrevocable
proxy to vote, the Common Stock held by the Voting Stockholder on the date of the Voting Agreement (as well as any other shares
of Common Stock acquired after that date, whether upon the exercise of options, conversion of convertible securities or otherwise,
and any other shares of capital stock of ICH owned, beneficially or of record, by the Voting Stockholder during the term of the
Voting Agreement, including as a result of any stock split, stock dividend or distribution, or any change in the Common Stock
by reason of any split-up, reverse stock split, recapitalization, combination, reclassification, reincorporation, exchange of
shares or the like, collectively, the “
Subject Securities
”), (i) in favor of (A) the approval of the Merger
and the other transactions contemplated by the Merger Agreement and (B) any other matter that is required to facilitate the consummation
of the Merger and the other transactions contemplated by the Merger and (ii) against (A) any alternative acquisition proposal,
(B) any other action involving ICH or any of its subsidiaries that would reasonably be expected to have the effect of impeding,
materially interfering with, materially postponing, or impairing (x) the ability of ICH to consummate the Merger or (y) any other
transactions contemplated by the Merger Agreement and (C) any action or agreement that would reasonably be expected to result
in any condition to the consummation of the Merger not being fulfilled on or prior to the Merger Agreement’s “outside
date” of April 30, 2014 (or June 30, 2014, under certain circumstances described in the Merger Agreement).
Under
the Voting Agreement, the Voting Stockholder also has agreed, among other things, not to (i) sell, transfer, pledge, encumber,
assign or otherwise dispose of any shares of Common Stock; deposit any such shares into a voting trust or enter into a separate
voting agreement with respect to any such shares; or take any action that either would cause any representation or warranty of
the Voting Stockholder in the Voting Agreement to become materially untrue or incorrect or would reasonably be expected to have
the effect of preventing or disabling the Voting Stockholder from performing his obligations under the Voting Agreement, (ii)
grant any subsequent proxy or power of attorney with respect to any shares of Common Stock, and (iii) whether directly or
indirectly through any of his representatives, engage in any conduct that if conducted by ICH would be prohibited by the provision
of the Merger Agreement that prevents ICH from soliciting alternative “acquisition proposals.” The Voting Stockholder
also has agreed to notify RCAP of his receipt of any alternative acquisition proposal.
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