AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER entered into by and among COLLECTORS UNIVERSE, INC., CARDS PARENT LP and CARDS ACQUISITION INC. Dated as of January 20, 2021Agreement and Plan of Merger • January 20th, 2021 • Cards Acquisition Inc. • Services-business services, nec • Delaware
This AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (this “Agreement” or “Amended and Restated Agreement”), dated as of January 20, 2021 (the “Signing Date”), is entered into by and among Collectors Universe, Inc., a Delaware corporation (the “Company”), Cards Parent LP, a Delaware limited partnership (“Parent”), and Cards Acquisition Inc., a Delaware corporation and Wholly Owned Subsidiary of Parent (“Merger Sub” and, together with the Company and Parent, the “Parties”), and amends and restates in its entirety that certain Agreement and Plan of Merger (the “Original Merger Agreement”), dated as of November 30, 2020 (the “Original Signing Date”), by and among the Parties.
EXHIBIT A Form of AcknowledgementCards Acquisition Inc. • December 17th, 2020 • Services-business services, nec
• acknowledges that it has received and had the opportunity to review a copy of the agreement attached hereto (the “Confidentiality Agreement”);1
LIMITED GUARANTEELimited Guarantee • December 17th, 2020 • Cards Acquisition Inc. • Services-business services, nec • Delaware
Limited Guarantee, dated as of November 30, 2020 (this “Limited Guarantee”), by CPV Investments VI, LLC (“CPV”) in favor of Collectors Universe, Inc., a Delaware corporation (the “Company”). Reference is made to (a) that certain Agreement and Plan of Merger (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Agreement”), dated as of the date hereof, by and among Cards Parent LP, a Delaware limited partnership (“Parent”), Cards Acquisition Inc., a Delaware corporation and Wholly Owned Subsidiary of Parent (“Merger Sub”), and the Company and (b) those certain limited guarantees, dated as of the date hereof, in favor of the Company, pursuant to which the guarantors party thereto (the “Other Guarantors” and, together with CPV, the “Guarantors”) are guaranteeing to the Company the full and prompt payment, if and when due, of 27.40% of (i) the Parent Termination Fee, (ii) any Enforcement Costs and (iii) any Reimbursement Obligations (the “Other L
EXHIBIT A Form of AcknowledgementCards Acquisition Inc. • December 17th, 2020 • Services-business services, nec
• acknowledges that it has received and had the opportunity to review a copy of the agreement attached hereto (the “Confidentiality Agreement”);1
LIMITED GUARANTEELimited Guarantee • December 17th, 2020 • Cards Acquisition Inc. • Services-business services, nec • Delaware
Limited Guarantee, dated as of November 30, 2020 (this “Limited Guarantee”), by D1 Capital Partners Master LP (“D1 Master Fund”) in favor of Collectors Universe, Inc., a Delaware corporation (the “Company”). Reference is made to (a) that certain Agreement and Plan of Merger (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Agreement”), dated as of the date hereof, by and among Cards Parent LP, a Delaware limited partnership (“Parent”), Cards Acquisition Inc., a Delaware corporation and Wholly Owned Subsidiary of Parent (“Merger Sub”), and the Company and (b) those certain limited guarantees, dated as of the date hereof, in favor of the Company, pursuant to which the guarantors party thereto (the “Other Guarantors” and, together with D1 Master Fund, the “Guarantors”) are guaranteeing to the Company the full and prompt payment, if and when due, of 72.60% of (i) the Parent Termination Fee, (ii) any Enforcement Costs and (iii) any Reimburseme
D1 Capital Partners Master LP c/o D1 Capital Partners L.P.Cards Acquisition Inc. • January 20th, 2021 • Services-business services, nec
Reference is made to (a) that certain Amended and Restated Agreement and Plan of Merger, dated as of the date hereof (such Agreement and Plan of Merger, as amended, restated, supplemented or otherwise modified from time to time, the “Agreement”), by and among Cards Parent LP, a Delaware limited partnership (“Parent”), Cards Acquisition Inc., a Delaware corporation and Wholly Owned Subsidiary of Parent (“Merger Sub”), and Collectors Universe, Inc., a Delaware corporation (the “Company”), (b) that certain letter agreement, dated as of November 30, 2020 (the “D1 ECL”), by and between Parent and D1 Capital Partners Master LP (“D1 Master Fund”), pursuant to which D1 committed to contribute to Parent, subject to the terms and conditions thereof, $530,000,000.00 and (c) that certain letter agreement, dated as of November 30, 2020 and amended as of the date hereof, by and between Parent and CPV Investments VI, LLC (“CPV”), pursuant to which CPV committed to contribute to Parent, subject to the
CPV Investments VI, LLC c/o Cohen Private Ventures, LLCCards Acquisition Inc. • January 20th, 2021 • Services-business services, nec
Reference is made to (a) that certain Amended and Restated Agreement and Plan of Merger, dated as of the date hereof (such Agreement and Plan of Merger, as amended, restated, supplemented or otherwise modified from time to time, the “Agreement”), by and among Cards Parent LP, a Delaware limited partnership (“Parent”), Cards Acquisition Inc., a Delaware corporation and Wholly Owned Subsidiary of Parent (“Merger Sub”), and Collectors Universe, Inc., a Delaware corporation (the “Company”), (b) that certain letter agreement, dated as of November 30, 2020 (the “CPV ECL”), by and between Parent and CPV Investments VI, LLC (“CPV”), pursuant to which CPV committed to contribute to Parent, subject to the terms and conditions thereof, $200,000,000.00 and (c) that certain letter agreement, dated as of November 30, 2020 and amended as of the date hereof, by and between Parent and D1 Capital Partners Master LP (“D1 Master Fund”), pursuant to which D1 Master Fund committed to contribute to Parent, s
