Sage Parent Company, Inc. Sample Contracts

STOCK OPTION ASSUMPTION AND ROLLOVER AGREEMENT
Stock Option Assumption and Rollover Agreement • March 24th, 2010 • Sage Parent Company, Inc. • Retail-catalog & mail-order houses • Delaware

This Stock Option Assumption and Rollover Agreement (this “Agreement”) is made and entered this 15th day of March, 2010 by and among Sage Parent Company, Inc., a Delaware corporation (“Parent”), Sport Supply Group, Inc., a Delaware corporation (the “Company”), and Terrence Babilla (the “Optionee”).

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ROLLOVER AGREEMENT
Rollover Agreement • March 24th, 2010 • Sage Parent Company, Inc. • Retail-catalog & mail-order houses • Delaware

This ROLLOVER AGREEMENT (this “Agreement”), dated as of March 15, 2010, is entered into by and between CBT Holdings LLC, a Delaware limited liability company (the “Investor”), and Sage Parent Company, Inc., a Delaware corporation (“Parent”).

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Contract
Voting Agreement • March 24th, 2010 • Sage Parent Company, Inc. • Retail-catalog & mail-order houses • Delaware

This VOTING AGREEMENT, dated as of March 15, 2010 (this “Agreement”), by and among Sage Parent Company, Inc., a Delaware corporation (“Parent”) and the Persons listed on Schedule A hereto (each, a “Subject Shareholder”, and collectively, the “Subject Shareholders”). With respect to each individual Subject Shareholder, this Agreement shall be treated as a separate agreement as between such Subject Shareholder and Parent.

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Contract
Agreement and Plan of Merger • March 24th, 2010 • Sage Parent Company, Inc. • Retail-catalog & mail-order houses • Delaware
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March 15, 2010
Sage Parent Company, Inc. • March 24th, 2010 • Retail-catalog & mail-order houses • Delaware

This Limited Guarantee is being delivered by ONCAP Investment Partners II L.P. (the “Investor”) to Sport Supply Group, Inc., a Delaware corporation (the “Company”), in connection with the execution of that Agreement and Plan of Merger, dated as of the date hereof (as it may be amended from time to time, the “Merger Agreement”), by and among Sage Parent Company, Inc., a Delaware corporation (“Parent”), Sage Merger Company, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Sub”), and the Company, pursuant to which Sub will be merged with and into the Company at the Effective Time with the Company as the surviving corporation. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Merger Agreement. The Investor and the Company hereby agree as follows:

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ONCAP INVESTMENT PARTNERS II L.P.
Sage Parent Company, Inc. • March 24th, 2010 • Retail-catalog & mail-order houses

Reference is made to the Agreement and Plan of Merger, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among Sage Parent Company, Inc., a Delaware corporation (“Parent”), Sage Merger Company, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Sub”), and Sport Supply Group, Inc., a Delaware corporation (the “Company”). Capitalized terms used in this letter agreement and not defined herein shall have the meanings ascribed thereto in the Merger Agreement.

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Contract
Sage Parent Company, Inc. • March 24th, 2010 • Retail-catalog & mail-order houses
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