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”).
STOCKHOLDERS AGREEMENT by and among STREAM GLOBAL SERVICES, INC., ARES CORPORATE OPPORTUNITIES FUND II, L.P., EGS DUTCHCO, B.V., NEWBRIDGE INTERNATIONAL INVESTMENT LTD., MR. R. SCOTT MURRAY and TRILLIUM CAPITAL LLC Dated as of October 1, 2009Stockholders Agreement • October 2nd, 2009 • Ares Corporate Opportunities Fund II, L.P. • Services-help supply services • Delaware
Therefore, the parties hereto hereby agree that the Stockholders Agreement dated as of August 14, 2009 by and among the Company, Ares, PEP, Ayala, Mr. Murray and Trillium is hereby amended and restated in its entirety to read as follows:
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 18th, 2009 • Ares Corporate Opportunities Fund II, L.P. • Services-help supply services • Delaware
This Amended and Restated Registration Rights Agreement (this “Agreement”) is made and entered into as of August 14, 2009, among Stream Global Services, Inc., a Delaware corporation (the “Company”), Ares Corporate Opportunities Fund II, L.P. (“Ares”), NewBridge International Investment Ltd., a British Virgin Islands company (“Ayala”), EGS Dutchco B.V., a corporation organized under the laws of the Netherlands (“PEP” and together with Ares and Ayala, the “Investors”), Mr. R. Scott Murray, a resident of Wellesley, Massachusetts (“Mr. Murray”), and the stockholders of the Company listed on Schedule 1 hereto (collectively, the “Founders”).
Stream Global Services, Inc. 20 William Street, Suite 310 Wellesley, MA 02481Existing Agreement • October 2nd, 2009 • Ares Corporate Opportunities Fund II, L.P. • Services-help supply services
You have requested that the Company grant certain management rights to the Investor so that the purchase by the Investor of $150 million of Series A Convertible Preferred Stock issued by the Company pursuant to the Preferred Stock Purchase Agreement, dated as of August 7, 2008, among the Company, the Investor and the other parties thereto, as such agreement may be amended or otherwise modified from time to time, and 7,500,000 warrants purchased from certain stockholders of the Company pursuant to the Warrant Purchase Agreement, dated as of August 7, 2008 among the Investor and such stockholders, may qualify as a “venture capital investment” as described in clause (d)(3)(i) of the U.S. Department of Labor Regulations § 2510.3-101 (the “DOL Regulation”). This Agreement will confirm our agreement that, effective as of the closing of the transactions contemplated by the Share Exchange Agreement, dated as of August 14, 2009, among the Company and the other parties thereto, the Existing Agre
JOINT FILING AGREEMENTJoint Filing Agreement • September 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.
JOINT FILING AGREEMENTJoint Filing Agreement • February 7th, 2013 • Ares Corporate Opportunities Fund II, L.P. • Retail-food stores
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 terms are defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class A common stock, par value $0.001 per share, of GNC Holdings, Inc., a Delaware corporation, and that this agreement may be included as an exhibit to such joint filing.
INVESTOR AGREEMENTInvestor Agreement • April 5th, 2012 • Ares Corporate Opportunities Fund II, L.P. • Electric housewares & fans • Delaware
This investor agreement (this “Agreement”) is dated as of April 4, 2012 (the “Effective Date”), by and between Nortek Inc., a Delaware corporation (the “Company”) and (i) Ares Corporate Opportunities Fund, II, L.P. (“ACOF II), (ii) ACOF Management II, L.P. (“ACOF Management II”), (iii) ACOF Operating Manager II, L.P. (“ACOF Operating II”), (iv) Ares Management, Inc. (“Ares Inc.”), (v) Ares Corporate Opportunities Fund III, L.P. (“ACOF III”), (vi) ACOF Management III, L.P. (“ACOF Management III”), (vii) ACOF Operating Manager III, LLC (“ACOF Operating III”), (viii) Ares Management LLC (“Ares Management”), (ix) Ares Management Holdings LLC (“AM Holdings”), (x) Ares Holdings LLC (“Ares Holdings”) and (xi) Ares Partners Management Company LLC (“APMC” and, together with ACOF II, ACOF Management II, ACOF Operating II, Ares Inc., ACOF III, ACOF Management III, ACOF Operating III, Ares Management, AM Holdings and Ares Holdings, the “Investor”).
AYC HOLDINGS LTD. LETTERHEAD] August 14, 2009Ares Corporate Opportunities Fund II, L.P. • August 18th, 2009 • Services-help supply services
This agreement is executed and delivered in connection with, and as a condition to, the transactions (the “Transactions”) contemplated by the Share Exchange Agreement, dated as of the date hereof (the “Exchange Agreement”), by and among Stream Global Services, Inc. (“Stream”), EGS Corp., EGS Dutchco B.V. (“Dutchco”), and NewBridge International Investment Ltd. (“NewBridge”), and the agreements executed in connection therewith or contemplated thereby (collectively with the Exchange Agreement, the “Transaction Documents”).
WARRANT PURCHASE AGREEMENTWarrant Purchase Agreement • August 18th, 2008 • Ares Corporate Opportunities Fund II, L.P. • Services-help supply services • Delaware
This WARRANT PURCHASE AGREEMENT (the “Agreement”) dated as of June 2, 2008, by and among Ares Corporate Opportunities Fund II, L.P., a Delaware limited partnership (“Purchaser”) and the individuals listed on the signature pages hereto (individually, a “Seller” and collectively, the “Sellers”).
JOINT FILING AGREEMENTJoint Filing Agreement • February 10th, 2012 • Ares Corporate Opportunities Fund II, L.P. • Retail-food stores
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 terms are defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class A common stock, par value $0.001 per share, of GNC Holdings, Inc., a Delaware corporation, and that this agreement may be included as an exhibit to such joint filing.
SHARE EXCHANGE AGREEMENT AMONG STREAM GLOBAL SERVICES, INC., EGS CORP., EGS DUTCHCO B.V. AND NEWBRIDGE INTERNATIONAL INVESTMENT LTD. Dated as of August 14, 2009Share Exchange Agreement • August 18th, 2009 • Ares Corporate Opportunities Fund II, L.P. • Services-help supply services • Delaware
Share Exchange Agreement (the “Agreement”) made as of the 14th day of August, 2009 by and among Stream Global Services, Inc., a Delaware corporation with its principal office at 20 William Street, Wellesley, Massachusetts 02481 (“Stream”), EGS Corp., a Philippine corporation with its principal office at 33/F Tower One, Ayala Triangle, Ayala Avenue, Makati City, Metro Manila, Philippines 1226 (the “Company”), EGS Dutchco B.V., a corporation organized under the laws of the Netherlands, with its principal office at Fred Roeskestraat 123, 1076 EE, Amsterdam, The Netherlands (“EGS Dutchco”), NewBridge International Investment Ltd., a British Virgin Islands company with its registered office at P.O. Box 173, Kingston Chambers, Road Town, Tortola, British Virgin Island (“NewBridge” and, collectively, with EGS Dutchco, the “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.
AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13GAres Corporate Opportunities Fund II, L.P. • November 26th, 2007 • Crude petroleum & natural gas
JOINT FILING AGREEMENTJoint Filing Agreement • August 18th, 2008 • Ares Corporate Opportunities Fund II, L.P. • Services-help supply services
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 all other 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 $0.001 per share, of Stream Global Services, Inc., a Delaware corporation, and that this agreement may be included as an exhibit to such joint filing.
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.
AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13G/AAres Corporate Opportunities Fund II, L.P. • January 29th, 2009 • Crude petroleum & natural gas
ARES CORPORATE OPPORTUNITIES FUND II, L.P. August 14, 2009Ares Corporate Opportunities Fund II, L.P. • August 18th, 2009 • Services-help supply services
This agreement is executed and delivered in connection with the transactions (the “Transactions”) contemplated by the Share Exchange Agreement, dated as of the date hereof (the “Exchange Agreement”), by and among Stream Global Services, Inc. (“Stream”), EGS Corp., EGS Dutchco B.V. (“Dutchco”) and Newbridge International Investment Ltd. (“Newbridge”), and the agreements executed in connection therewith or contemplated hereby or thereby (collectively with the Exchange Agreement, the “Transaction Documents”). In consideration of the promises made herein and in the Transaction Documents, and the respective rights granted to them in connection with the Transactions, Ares Corporate Opportunities Fund II, L.P. (“Ares”) and Stream agree as follows:
JOINT FILING AGREEMENTJoint Filing Agreement • February 10th, 2012 • 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.
