AGREEMENT AND PLAN OF MERGER by and among MTY FRANCHISING USA, INC., MTY COLUMBIA MERGER SUB, INC. and PAPA MURPHY’S HOLDINGS, INC. April 10, 2019Merger Agreement • April 11th, 2019 • Papa Murphy's Holdings, Inc. • Retail-eating places • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of April 10, 2019 (this “Agreement”), is by and among MTY Franchising USA, Inc., a Delaware corporation (“Parent”), MTY Columbia Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Papa Murphy’s Holdings, Inc., a Delaware corporation (the “Company”).
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • April 11th, 2019 • Papa Murphy's Holdings, Inc. • Retail-eating places • Delaware
This TENDER AND SUPPORT AGREEMENT (this “Agreement”), is made and entered into as of April 10, 2019, by and among MTY Franchising USA, Inc., a Delaware corporation (“Parent”), MTY Columbia Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and each of the Persons set forth on Schedule A hereto (each, a “Stockholder”).
GUARANTEEGuarantee • April 11th, 2019 • Papa Murphy's Holdings, Inc. • Retail-eating places • Delaware
Guarantee, dated as of April 10, 2019 (this “Guarantee”), by MTY Food Group Inc., a corporation created under the Canada Business Corporations Act with its registered and head office at 8150 Autoroute Transcanadienne, Suite 200, Ville Saint-Laurent, Quebec H4S 1M5, Canada (“Guarantor”), in favor of Papa Murphy’s Holdings, Inc., a Delaware corporation (the “Guaranteed Party”).
