TENDER AND SUPPORT AGREEMENTTender and Support Agreement • July 7th, 2016 • Ares Corporate Opportunities Fund II, L.P. • Electric housewares & fans • Delaware
This TENDER AND SUPPORT AGREEMENT, dated as of July 6, 2016 (this “Agreement”), is among Melrose Industries PLC, a public limited company incorporated under the laws of the United Kingdom and registered in England and Wales (“Parent”), Nevada Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Acquisition Sub”), and the persons listed on Schedule I hereto (collectively, the “Company Stockholders”).
RE: Project Nevada Tender Agreement — Expense ReimbursementAres Corporate Opportunities Fund II, L.P. • July 7th, 2016 • Electric housewares & fans • Delaware
Reference is hereby made to the (i) Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), to be executed concurrently with this letter agreement (this “Letter Agreement”) by and among Melrose Industries PLC, a public limited company incorporated under the laws of the United Kingdom and registered in England and Wales (“Parent”), Nevada Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Acquisition Sub”), and Nortek, Inc., a Delaware corporation (the “Company”), and (ii) the Tender Agreement, dated as of the date hereof (the “Tender Agreement”), to be executed concurrently with this Letter Agreement by and among Parent, Acquisition Sub and each of Ares Corporate Opportunities Fund II, L.P. (“ACOF II”) and Ares Corporate Opportunities Fund III, L.P. (together with ACOF II, the “Stockholders”). Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Merger Agreement.
JOINT FILING AGREEMENTJoint Filing Agreement • July 7th, 2016 • Ares Corporate Opportunities Fund II, L.P. • Electric housewares & fans
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each of the Ares Entities (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, par value $0.01 per share, of Nortek Inc., a Delaware corporation, and that this agreement may be included as an exhibit to such joint filing.
