0001193125-13-459868 Sample Contracts

Dated: Share Purchase Agreement

Share Purchase Agreement • December 3rd, 2013 • NCR Corp • Calculating & accounting machines (no electronic computers) • England

• Contract Type
  Share Purchase Agreement
• Filed
  December 3rd, 2013
• Company
  NCR Corp
• Industry
  Calculating & accounting machines (no electronic computers)
• Jurisdiction
  England

A The Company has an issued share capital of 16,185,599 shares divided into Ordinary Shares, A Ordinary Shares, B Ordinary Shares and Preferred Ordinary Shares, each of £0.01.

AGREEMENT AND PLAN OF MERGER BY AND AMONG NCR CORPORATION, DELIVERY ACQUISITION CORPORATION, FANDANGO HOLDINGS CORPORATION AND THE STOCKHOLDER REPRESENTATIVE NAMED HEREIN December 2, 2013

Merger Agreement • December 3rd, 2013 • NCR Corp • Calculating & accounting machines (no electronic computers) • Delaware

• Contract Type
  Merger Agreement
• Filed
  December 3rd, 2013
• Company
  NCR Corp
• Industry
  Calculating & accounting machines (no electronic computers)
• Jurisdiction
  Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of December 2, 2013, is entered into by and among (i) Fandango Holdings Corporation, a Delaware corporation (the “Company”), (ii) NCR Corporation, a Maryland corporation (“Parent”), (iii) Delivery Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and (iv) solely in its capacity as the Stockholder Representative for the limited purposes herein, Thoma Bravo, LLC, a Delaware limited liability company (the “Stockholder Representative”).