AGREEMENT AND PLAN OF MERGERMerger Agreement • March 17th, 2010 • Sport Supply Group, Inc. • Retail-catalog & mail-order houses • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of March 15, 2010 (this “Agreement”), by and among SAGE PARENT COMPANY, INC., a Delaware corporation (“Parent”), SAGE MERGER COMPANY, INC., a Delaware corporation and a wholly-owned subsidiary of Parent (“Sub”), and SPORT SUPPLY GROUP, INC., a Delaware corporation (the “Company”).
March 15, 2010Limited Guarantee • March 17th, 2010 • Sport Supply Group, Inc. • Retail-catalog & mail-order houses • Delaware
This Limited Guarantee is being delivered by ONCAP Investment Partners II L.P. (the “Investor”) to Sport Supply Group, Inc., a Delaware corporation (the “Company”), in connection with the execution of that Agreement and Plan of Merger, dated as of the date hereof (as it may be amended from time to time, the “Merger Agreement”), by and among Sage Parent Company, Inc., a Delaware corporation (“Parent”), Sage Merger Company, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Sub”), and the Company, pursuant to which Sub will be merged with and into the Company at the Effective Time with the Company as the surviving corporation. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Merger Agreement. The Investor and the Company hereby agree as follows:
