AGREEMENT AND PLAN OF MERGER by and among BLACKBAUD, INC. PROJECT MONTESSORI ACQUISITION, INC. EVERFI, INC. and EON STOCKHOLDER REPRESENTATIVE, LLC (solely in its capacity as the Seller Representative) Dated as of December 30, 2021Merger Agreement • January 3rd, 2022 • Blackbaud Inc • Services-prepackaged software • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of December 30, 2021, is entered into by and among Blackbaud, Inc., a Delaware corporation (“Purchaser”), Project Montessori Acquisition, Inc., a Delaware corporation and a wholly-owned subsidiary of Purchaser (“Merger Sub”), EverFi, Inc., a Delaware corporation (the “Company”) and Eon Stockholder Representative, LLC, a Delaware limited liability company, solely in its capacity as the Seller Representative (as defined below) and only for the express purposes provided herein and no other purpose.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 3rd, 2022 • Blackbaud Inc • Services-prepackaged software • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of December 31, 2021 by and among Blackbaud, Inc., a Delaware corporation (“Parent”), EverFi, Inc., a Delaware corporation (the “Company”), TPG Eon, L.P., a Delaware limited partnership (together with its Affiliates, the “TPG Investor”), each other shareholder of the Company to which shares of Parent’s Common Stock, par value $0.001 per share(“Parent Common Stock”), are to be issued in the Merger (as defined below) that execute a counterpart signature page to this Agreement (including the TPG Investor, each, a “Shareholder”) and Eon Stockholder Representative, LLC (“Seller Representative”). This Agreement shall become effective at, and is contingent upon, the Closing.
FIRST INCREMENTAL TERM LOAN AGREEMENT dated as of December 31, 2021 to AMENDED AND RESTATED CREDIT AGREEMENT dated as of October 30, 2020 BLACKBAUD, INC., as the Borrower, the Lenders referred to herein, and BANK OF AMERICA, N.A., as Administrative...First Incremental Term Loan Agreement • January 3rd, 2022 • Blackbaud Inc • Services-prepackaged software
THIS FIRST INCREMENTAL TERM LOAN AGREEMENT (this “Agreement”), dated as of December 31, 2021 (the “First Incremental Effective Date”), is entered into by and among BLACKBAUD, INC., a Delaware corporation (the “Borrower”), each First Incremental Term Loan Lender (as hereinafter defined) and BANK OF AMERICA, N.A., a national banking association, as Administrative Agent for the Lenders (as hereinafter defined).
