SUPPORT AGREEMENTSupport Agreement • September 15th, 2008 • Cyanco Holding Corp. • Miscellaneous chemical products • Utah
This SUPPORT AGREEMENT (this “Agreement”), dated September 5, 2008, is by and among Cyanco Holding Corp., a Delaware corporation (“Parent”), Calypso Acquisition Corp., a Utah corporation (“Purchaser”), and E. Bryan Bagley, an individual and holder of shares of Common Stock (as defined below) (the “Stockholder”).
OCM Principal Opportunities Fund IV, L.P. c/o Oaktree Capital Management, L.P. 333 S. Grand Ave., 28th Floor Los Angeles, California 90071 September 5, 2008Guarantee • September 15th, 2008 • Cyanco Holding Corp. • Miscellaneous chemical products • Delaware
This Guarantee (this “Guarantee”) is being delivered by OCM Principal Opportunities Fund IV, L.P., a Delaware limited partnership (the “Guarantor”), to Nevada Chemicals, Inc., a Utah corporation (the “Company”), in connection with the execution of that certain Agreement and Plan of Merger, dated as of the date hereof (as it may be amended, restated, supplemented or otherwise modified from time to time in accordance with its terms, the “Merger Agreement”), by and among Cyanco Holding Corp., a Delaware corporation and a wholly-owned indirect subsidiary of Guarantor (“Parent”), Calypso Acquisition Corp., a Utah corporation and a wholly owned direct subsidiary of Parent (“Purchaser”) and the Company, pursuant to which the Purchaser will (x) commence a tender offer for all of the outstanding shares of common stock of the Company, and (y) if the Offer is completed on the terms and subject to the conditions set forth in the Merger Agreement, merge with and into the Company. Capitalized terms
