TENDER AND SUPPORT AGREEMENTTender and Support Agreement • January 11th, 2011 • Playboy Enterprises Inc • Cable & other pay television services • Delaware
THIS TENDER AND SUPPORT AGREEMENT dated as of January 9, 2011 (this “Agreement”), by and among (i) Playboy Enterprises, Inc., a Delaware corporation (the “Company”) and (ii) the stockholders of the Company and their affiliates signatory hereto (each a “Stockholder” and collectively the “Stockholders”).
LIMITED GUARANTEELimited Guarantee • January 11th, 2011 • Playboy Enterprises Inc • Cable & other pay television services • Delaware
This LIMITED GUARANTEE (this “Limited Guarantee”), dated as of January 9, 2011, is made by Rizvi Opportunistic Equity Fund, L.P. (“ROEF”), Rizvi Opportunistic Equity Fund I-B, L.P. (“ROEF I-B”), Rizvi Opportunistic Equity Fund (TI), L.P. (“ROEF TI”), Rizvi Opportunistic Equity Fund I-B (TI), L.P. (“ROEF I-B TI”), Rizvi Traverse Partners LLC (“RTP”), and Rizvi Opportunistic Equity Fund II, L.P. (“ROEF II”, together with ROEF, ROEF I-B, ROEF TI, ROEF I-B TI, and RTP, the “Guarantors”) in favor of Playboy Enterprises, Inc., a Delaware corporation (the “Guaranteed Party”).
AGREEMENT AND PLAN OF MERGER by and among ICON ACQUISITION HOLDINGS, L.P., ICON MERGER SUB, INC. and PLAYBOY ENTERPRISES, INC. January 9, 2011Agreement and Plan of Merger • January 11th, 2011 • Playboy Enterprises Inc • Cable & other pay television services • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of January 9, 2011 (this “Agreement”), by and among Playboy Enterprises, Inc., a Delaware corporation (the “Company”), Icon Acquisition Holdings, L.P., a Delaware limited partnership (“Purchaser”), and Icon Merger Sub, Inc., a Delaware corporation (“Sub”).
