AVISTA CAPITAL PARTNERS III, L.P. AVISTA CAPITAL PARTNERS (OFFSHORE) III, L.P. 65 EAST 55TH STREET NEW YORK, NEW YORK 10022 April 29, 2013Equity Financing Commitment • May 10th, 2013 • ACP Tower Holdings, LLC • Radio & tv broadcasting & communications equipment
This letter agreement sets forth the commitment of Avista Capital Partners (Offshore) III, L.P., a Bermuda exempted limited partnership, and Avista Capital Partners III, L.P., a Delaware limited partnership (collectively, the “Investors”), subject to the terms and conditions hereof, to purchase equity securities of ACP Tower Holdings, LLC, a Delaware limited liability company (the “Parent”). It is contemplated that pursuant to the Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), by and among, Parent, Telular Corporation, a Delaware corporation (the “Company”), and ACP Tower Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Subsidiary”). Merger Subsidiary will commence a tender offer (as it may be amended from time to time as permitted under the Merger Agreement, the “Offer”) to purchase all the outstanding shares of Company Stock at the Offer Price, net to the seller in cash, without interest and less any applicab
LIMITED GUARANTYLimited Guaranty • May 10th, 2013 • ACP Tower Holdings, LLC • Radio & tv broadcasting & communications equipment • Delaware
Limited Guaranty, dated as of April 29, 2013 (this “Limited Guaranty”), by Avista Capital Partners (Offshore) III, L.P., a Bermuda exempted limited partnership, and Avista Capital Partners III, L.P., a Delaware limited partnership (each, a “Guarantor” and, collectively, the “Guarantors”), in favor of Telular Corporation, a Delaware corporation (the “Company”). Reference is hereby made to the Agreement and Plan of Merger, dated as of the date hereof (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), among the Company, ACP Tower Holdings, LLC, a Delaware limited liability company (“Parent”), and ACP Tower Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Subsidiary”). Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to them in the Merger Agreement.
