AGREEMENT AND PLAN OF MERGER Among HARLAND CLARKE HOLDINGS CORP. MERCURY MERGER SUB, INC. and MAXPOINT INTERACTIVE, INC. Dated as of August 27, 2017Merger Agreement • August 28th, 2017 • MaxPoint Interactive, Inc. • Services-advertising • New York
AGREEMENT AND PLAN OF MERGER, dated as of August 27, 2017 (this “Agreement”), among Harland Clarke Holdings Corp., a Delaware corporation (“Parent”), Mercury Merger Sub, Inc., a Delaware corporation and a direct or indirect wholly owned subsidiary of Parent (“Purchaser”), and MaxPoint Interactive, Inc., a Delaware corporation (the “Company”).
RESTRICTIVE COVENANT AGREEMENTRestrictive Covenant Agreement • August 28th, 2017 • MaxPoint Interactive, Inc. • Services-advertising • Delaware
This RESTRICTIVE COVENANT AGREEMENT (this “Agreement”) is entered into, on August 27, 2017 (the “Effective Date”), by and between MaxPoint Interactive, Inc. (the “Company”), Harland Clarke Holdings Corp. (“Parent”), Mercury Merger Sub, Inc. (“Purchaser”) and [Executive] (“Executive” and, together with the Company, Parent and Purchaser, the “Parties”). Any capitalized term used in this Agreement, but not defined, shall have the same meaning as ascribed to such term in the Agreement and Plan of Merger, dated as of the Effective Date, by and between Parent, Purchaser and the Company (the “Merger Agreement”).
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • August 28th, 2017 • MaxPoint Interactive, Inc. • Services-advertising • Delaware
This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of August 27, 2017, is by and among Harland Clarke Holdings Corp., a Delaware corporation (“Parent”), Mercury Merger Sub, Inc., a Delaware corporation (“Purchaser”) and a direct or indirect wholly owned subsidiary of Parent, and each of the persons set forth on Schedule A hereto (each, a “Stockholder”).
