AGREEMENT AND PLAN OF MERGER DATED AS OF OCTOBER 28, 2010 BY AND AMONG EGI ACQUISITION PARENT, L.L.C., EGI ACQUISITION, L.L.C. AND REWARDS NETWORK INC.Merger Agreement • October 28th, 2010 • Rewards Network Inc • Services-business services, nec • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of October 28, 2010, is by and among EGI Acquisition Parent, L.L.C., a Delaware limited liability company and newly-formed acquisition vehicle (“Parent”), EGI Acquisition, L.L.C., a Delaware limited liability company and newly-formed acquisition vehicle (“Purchaser”), and Rewards Network Inc., a Delaware corporation (the “Company”).
Tender and Support AgreementTender and Support Agreement • October 28th, 2010 • Rewards Network Inc • Services-business services, nec • Delaware
Concurrently with the execution and delivery of this letter agreement, EGI Acquisition Parent, L.L.C., a Delaware limited liability company (“Parent”), EGI Acquisition, L.L.C., a Delaware limited liability company and a wholly owned subsidiary of Parent (the “Purchaser”), and Rewards Network Inc., a Delaware corporation (the “Company”) are entering into an Agreement and Plan of Merger, dated the date of this letter agreement (the “Merger Agreement”), providing for, among other things, the Offer (as defined in the Merger Agreement) by the Purchaser for all of the outstanding common stock, par value $0.02 per share, of the Company (“Company Common Stock”) at a price per share of $13.75, net to the seller in cash (such price or any higher price paid in the Offer, the “Offer Price”), to be followed by a merger of the Purchaser with and into the Company, with the Company as the surviving corporation (the “Merger”), pursuant to which each share of Company Common Stock then outstanding (other
LIMITED GUARANTEELimited Guarantee • October 28th, 2010 • Rewards Network Inc • Services-business services, nec • Delaware
This LIMITED GUARANTEE, dated as of October 28, 2010 (this “Limited Guarantee”), is entered into by and between EGI-Fund (08-10) Investors, L.L.C., a Delaware limited liability company (the “Guarantor”), in favor of Rewards Network Inc., a Delaware corporation (the “Guaranteed Party”). Capitalized terms used but not defined in this Limited Guarantee shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
