SELLER SUPPORT AGREEMENTSeller Support Agreement • September 25th, 2014 • Blackhawk Network Holdings, Inc • Finance services • Delaware
This Seller Support Agreement (this “Agreement”) is made and entered into as of the 24th day of September, 2014 by and among Blackhawk Network Holdings, Inc., a Delaware corporation (“Buyer”), BH Monarch Merger Sub, Inc., a Delaware corporation and direct or indirect subsidiary of Buyer (“Merger Sub”), Parago, Inc., a Delaware corporation (the “Company”), and TH Lee Putnam Ventures, L.P., as the Seller Representative (the “Seller Representative”), and each of the undersigned holders (each, a “Seller” and, collectively, the “Sellers”) of the Company Capital Stock set forth opposite such Seller’s name on Exhibit A.
AGREEMENT AND PLAN OF MERGER BY AND AMONG PARAGO, INC., BLACKHAWK NETWORK HOLDINGS, INC., BH MONARCH MERGER SUB, INC. AND TH LEE PUTNAM VENTURES, L.P., AS SELLER REPRESENTATIVE DATED AS OF SEPTEMBER 24, 2014Escrow Agreement • September 25th, 2014 • Blackhawk Network Holdings, Inc • Finance services • Delaware
THIS AGREEMENT AND PLAN OF MERGER (the “Agreement”), dated as of September 24, 2014 (the “Agreement Date”), is by and among Parago, Inc., a Delaware corporation (the “Company”), Blackhawk Network Holdings, Inc., a Delaware corporation (“Buyer”), BH Monarch Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and TH Lee Putnam Ventures, L.P., solely in its capacity as the representative of the Seller Parties as designated pursuant to Section 10.1 hereof (“Seller Representative”).
