LIMITED GUARANTYLimited Guaranty • September 10th, 2014 • Monomoy Capital Partners II, L.P. • Radio & tv broadcasting & communications equipment • Delaware
This Limited Guaranty, dated as of August 27, 2014 (this “Limited Guaranty”), is made by Monomoy Capital Partners II, L.P., a Delaware limited partnership (“MCP”), and MCP Supplemental Fund II, L.P., a Delaware limited partnership (“MCP Supplemental” and together with MCP each a “Guarantor” and collectively, the “Guarantors”), in favor of Cobra Electronics Corporation, a Delaware corporation (the “Company”). Reference is hereby made to the Agreement and Plan of Merger, dated as of the date hereof, among the Company, Venom Electronics Holdings, Inc., a Delaware corporation (“Parent”), and Venom Electronics Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”) (the “Merger Agreement”). Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Merger Agreement.
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • September 10th, 2014 • Monomoy Capital Partners II, L.P. • Radio & tv broadcasting & communications equipment • Delaware
This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of August 27, 2014, is by and among Venom Electronics Holdings, Inc., a Delaware corporation (“Parent”), Venom Electronics Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), James Bazet, Sally Washlow, Robert Ben, William Carmichael, John Lupo, Ian Miller and S. Sam Park (the “Stockholders” and together, the Stockholders and all of the undersigned are referred to herein collectively as the “Parties” and each a “Party”). Except as otherwise provided in this Agreement, any capitalized terms used, but not otherwise defined, herein will have the meanings ascribed to such terms in the Merger Agreement (as in effect on the date hereof without giving effect to any amendments thereto), as defined herein.
