AGREEMENT AND PLAN OF MERGERMerger Agreement • September 28th, 2022 • BTRS Holdings Inc. • Services-computer programming services • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of September 28, 2022 by and among BTRS Holdings Inc., a Delaware corporation (the “Company”), Bullseye FinCo, Inc., a Delaware corporation (“Parent”), and Bullseye Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”).
ROLLOVER AND CONTRIBUTION AGREEMENTRollover and Contribution Agreement • September 28th, 2022 • BTRS Holdings Inc. • Services-computer programming services • Delaware
This ROLLOVER AND CONTRIBUTION AGREEMENT (this “Agreement”), is made and entered into as of September 28, 2022, by and between (i) Bullseye Holdings, LP, a Delaware limited partnership, (“Parent”) and (ii) the undersigned (each, a “Rollover Holder” and collectively, the “Rollover Holders”). Each of the parties hereto are referred to herein as a “Party” and collectively, the “Parties”. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • September 28th, 2022 • BTRS Holdings Inc. • Services-computer programming services • Delaware
This Voting and Support Agreement (this “Agreement”) is made and entered into as of September 28, 2022, by and among Bullseye FinCo, Inc., a Delaware corporation (the “Buyer”) and the stockholders of BTRS Holdings Inc., a Delaware corporation (the “Company”) listed on Schedule A hereto (each, a “Stockholder” and, collectively, the “Stockholders”). Buyer and the Stockholders are referred to individually as a “Party” and collectively as “Parties”.
RESTRICTIVE COVENANT AGREEMENTRestrictive Covenant Agreement • September 28th, 2022 • BTRS Holdings Inc. • Services-computer programming services
This Restrictive Covenant Agreement is made as of September 28, 2022 (this “Agreement”) by and among (i) Bullseye FinCo, Inc., a Delaware corporation (“Parent”) and (ii) the undersigned Restricted Parties (each, a “Restricted Party” and collectively, the “Restricted Parties”). Parent and the Restricted Parties are sometimes referred to herein as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
RESTRICTIVE COVENANT AGREEMENTRestrictive Covenant Agreement • September 28th, 2022 • BTRS Holdings Inc. • Services-computer programming services
This Restrictive Covenant Agreement is made as of September 28, 2022 (this “Agreement”) by and among (i) Bullseye FinCo, Inc., a Delaware corporation (“Parent”) and (ii) the undersigned Restricted Parties (each, a “Restricted Party” and collectively, the “Restricted Parties”). Parent and the Restricted Parties are sometimes referred to herein as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
