AGREEMENT AND PLAN OF MERGER Among HYPERCOM CORPORATION, VERIFONE SYSTEMS, INC. and HONEY ACQUISITION CO. Dated as of November 17, 2010Agreement and Plan of Merger • November 19th, 2010 • Hypercom Corp • Calculating & accounting machines (no electronic computers) • Delaware
AGREEMENT AND PLAN OF MERGER (hereinafter called this “Agreement”), dated as of November 17, 2010 among Hypercom Corporation, a Delaware corporation (the “Company”), VeriFone Systems, Inc., a Delaware corporation (“Parent”), and Honey Acquisition Co., a Delaware corporation and a direct wholly-owned subsidiary of Parent (“Merger Sub”).
AMENDMENT TO RIGHTS AGREEMENTRights Agreement • November 19th, 2010 • Hypercom Corp • Calculating & accounting machines (no electronic computers)
This Amendment (the “Amendment”) to Rights Agreement, dated as of September 29, 2010 (the “Agreement”), between HYPERCOM CORPORATION, a Delaware corporation (the “Company”), and COMPUTERSHARE TRUST COMPANY, N.A., as Rights Agent (the “Rights Agent”), is made and entered into as of November 17, 2010.
SUPPORT AGREEMENTSupport Agreement • November 19th, 2010 • Hypercom Corp • Calculating & accounting machines (no electronic computers) • Delaware
SUPPORT AGREEMENT (this “Agreement”), dated as of November 17, 2010, by and among FP Hypercom Holdco, LLC (“FP”), VeriFone Systems, Inc., a Delaware corporation (“VeriFone”) and Francisco Partners II, L.P., a Delaware limited partnership (“FP LP”). Except as otherwise provided herein, capitalized terms that are used but not otherwise defined herein shall have the meaning assigned to such terms in the Merger Agreement (as defined below).
