WASSERSTEIN PARTNERS III, LP NEW YORK, NY 10019 August 25, 2013Globecomm Systems Inc • August 29th, 2013 • Radio & tv broadcasting & communications equipment • Delaware
This letter agreement sets forth the commitment of Wasserstein Partners III, LP (“Sponsor”), on the terms and subject to the conditions described herein, to purchase, or cause the purchase of, the equity of Wasserstein Cosmos Co-Invest, L.P., a Delaware limited partnership (“Parent”) formed for purposes of the transactions set forth herein. It is contemplated that, pursuant to the Agreement and Plan of Merger, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), among Parent, Cosmos Acquisition Corp., a Delaware corporation and an indirect wholly owned subsidiary of Parent (“Merger Sub”), and Globecomm Systems Inc., a Delaware corporation (the “Company”), Parent will acquire the Company by merging Merger Sub with and into the Company. Capitalized terms used and not defined herein have the meanings given to them in the Merger Agreement.
AGREEMENT AND PLAN OF MERGER dated as of August 25, 2013 among GLOBECOMM SYSTEMS INC., WASSERSTEIN COSMOS CO-INVEST, L.P. and COSMOS ACQUISITION CORP.Agreement and Plan of Merger • August 29th, 2013 • Globecomm Systems Inc • Radio & tv broadcasting & communications equipment • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made as of August 25, 2013 by and among Globecomm Systems Inc., a Delaware corporation (the “Company”), Wasserstein Cosmos Co-Invest, L.P., a Delaware limited partnership (“Parent”), and Cosmos Acquisition Corp., a Delaware corporation and an indirect wholly owned subsidiary of Parent (“Merger Subsidiary”).
GuarantyGuaranty • August 29th, 2013 • Globecomm Systems Inc • Radio & tv broadcasting & communications equipment • Delaware
This Guaranty, dated as of August 25, 2013 (this “Guaranty”), by Wasserstein Partners III, LP (the “Guarantor”), is in favor of Globecomm Systems Inc., a Delaware corporation (the “Company”). Reference is hereby made to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of the date hereof, among the Company, Wasserstein Cosmos Co-Invest, L.P., a Delaware limited partnership (“Parent”), and Cosmos Acquisition Corp., a Delaware corporation and an indirect wholly owned subsidiary of Parent (“Merger Sub”). Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Merger Agreement.
