AGREEMENT AND PLAN OF MERGER BY AND AMONG COBRA ELECTRONICS CORPORATION, VENOM ELECTRONICS MERGER SUB, INC. AND VENOM ELECTRONICS HOLDINGS, INC. DATED AS OF AUGUST 27, 2014Merger Agreement • August 28th, 2014 • Cobra Electronics Corp • Radio & tv broadcasting & communications equipment • Delaware
THIS AGREEMENT AND PLAN OF MERGER (together with all annexes, letters, schedules and exhibits hereto, 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 wholly-owned direct subsidiary of Parent (“Merger Sub”), and Cobra Electronics Corporation, a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Article X, and Article X includes an index of all capitalized terms used in this Agreement.
FIRST AMENDMENT TO AMENDED AND RESTATED RIGHTS AGREEMENTRights Agreement • August 28th, 2014 • Cobra Electronics Corp • Radio & tv broadcasting & communications equipment • Delaware
This FIRST AMENDMENT TO AMENDED AND RESTATED RIGHTS AGREEMENT (this “Amendment”) is made and entered into as of August 27, 2014 between Cobra Electronics Corporation, a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the “Rights Agent”). Except as otherwise provided herein, all capitalized terms used in this Amendment and not defined herein shall have the meanings ascribed thereto in the Rights Agreement.
