VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • January 25th, 2018 • Silver Lake Group, L.L.C. • Finance services • Delaware
This VOTING AND SUPPORT AGREEMENT (this “Agreement”), dated as of January 15, 2018, is entered into by and among BHN Holdings, Inc., a Delaware corporation (“Parent”), BHN Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”) , P2 Capital Master Fund I, L.P., a Cayman Islands exempted limited partnership (“Master Fund I”), P2 Capital Master Fund VI, L.P., a Delaware limited partnership (“Master Fund VI”), P2 Capital Master Fund XII, L.P., a Delaware limited partnership (“Master Fund XII” and, together with Master Fund I and Master Fund VI, the “Stockholders”) and P2 Capital Partners, LLC, a Delaware limited liability company (the “Manager” and, together with the Stockholders, the “P2 Parties”).
JOINT FILING AGREEMENT PURSUANT TO RULE 13D-1(K)(1)Joint Filing Agreement • January 25th, 2018 • Silver Lake Group, L.L.C. • Finance services
The undersigned acknowledge and agree that the Statement on Schedule 13D filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the shares of Common Stock of Blackhawk Network Holdings, Inc. is filed on behalf of each of the undersigned and that all subsequent amendments to this Statement on Schedule 13D shall be filed on behalf of each of the undersigned that is named as a reporting person in such filing without the necessity of filing an additional joint filing agreement. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that it knows or has reason to believe that such information is inaccurate. This joint filing agreement may be execute
