AGREEMENT AND PLAN OF MERGER by and among ICEFALL PARENT, LLC, ICEFALL MERGER SUB, INC. and ENGAGESMART, INC. Dated as of October 23, 2023Agreement and Plan of Merger • October 23rd, 2023 • EngageSmart, Inc. • Services-prepackaged software • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of October 23, 2023, by and among ICEFALL PARENT, LLC, a Delaware limited liability company (“Parent”), ICEFALL MERGER SUB, INC., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”, and together with Parent, the “Buyer Parties”), and ENGAGESMART, INC., a Delaware corporation (the “Company”). Each of the Company, Parent and Merger Sub is sometimes referred to as a “Party.” All capitalized terms that are used in this Agreement have the respective meanings given to them in Article I.
SUPPORT AGREEMENTSupport Agreement • October 23rd, 2023 • EngageSmart, Inc. • Services-prepackaged software • Delaware
This Support Agreement (this “Agreement”), dated as of October 23, 2023, is entered into by and among EngageSmart, Inc., a Delaware corporation (the “Company”), General Atlantic (IC), L.P., a Delaware limited partnership and General Atlantic (IC) SPV, L.P., a Delaware limited partnership (collectively, the “Stockholders” and each, a “Stockholder”) and Icefall Parent, LLC, a Delaware limited liability company (“Parent”). Capitalized terms used but not defined herein shall have the meanings given to them in the Merger Agreement (as defined below).
SUPPORT AGREEMENTSupport Agreement • October 23rd, 2023 • EngageSmart, Inc. • Services-prepackaged software • Delaware
This Support Agreement (this “Agreement”), dated as of October 22, 2023, is entered into by and among EngageSmart, Inc., a Delaware corporation (the “Company”), the undersigned stockholders (collectively, the “Stockholders” and each, a “Stockholder”) and Icefall Parent, LLC, a Delaware limited liability company (“Parent”). Capitalized terms used but not defined herein shall have the meanings given to them in the Merger Agreement (as defined below).
