CALL AGREEMENTCall Agreement • January 18th, 2011 • Affinion Group, Inc. • Services-business services, nec • New York
THIS CALL AGREEMENT (this “Agreement”), dated as of January 14, 2011, is entered into by and among Affinion Group Holdings, Inc., a Delaware corporation (the “Company”), General Atlantic Partners 79, L.P., a Delaware limited partnership (“General Atlantic”), Affinion Group Holdings, LLC, a Delaware limited liability company (“Apollo,” and each of General Atlantic and Apollo, a “Call Holder”), Richard Fernandes (“Stockholder”), and Fernandes Family Trust A Dated June 25, 1999 (the “Trust”) and shall become effective as of (and subject to) the consummation of the merger transaction (the “Merger”) contemplated by the Agreement and Plan of Merger (the “Merger Agreement”), dated as of the date hereof, by and among the Company, Affinion Group, Inc., Parker Holdings, LLC, Parker Merger Sub, Inc. and Webloyalty Holdings, Inc. (the date of such consummation being referred to as the “Effective Date”).
ContractAmended and Restated Consulting Agreement • January 18th, 2011 • Affinion Group, Inc. • Services-business services, nec • New York
This AMENDED AND RESTATED CONSULTING AGREEMENT (the “Agreement”) is dated as of January 14, 2011, between AFFINION GROUP, INC., a Delaware corporation (the “Company”), and APOLLO MANAGEMENT V, L.P., a Delaware limited partnership (“Apollo”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG AFFINION GROUP HOLDINGS, INC. (solely with respect to Section 1.8 and Article VII) AFFINION GROUP, INC. PARKER HOLDINGS, LLC PARKER MERGER SUB, INC. AND WEBLOYALTY HOLDINGS, INC. JANUARY 14, 2011Agreement and Plan of Merger • January 18th, 2011 • Affinion Group, Inc. • Services-business services, nec • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”) entered into as of January 14th, 2011 by and among Affinion Group Holdings, Inc., a Delaware corporation (“Parent”), solely with respect to Section 1.8 and Article VII, Affinion Group, Inc., a Delaware corporation and a direct wholly-owned Subsidiary of Parent (“Intermediate Parent”), Parker Holdings, LLC, a Delaware limited liability company and an indirect wholly-owned Subsidiary of Parent (“Merger Holdings”), Parker Merger Sub, Inc., a Delaware corporation and a direct wholly-owned Subsidiary of Merger Holdings (“Merger Sub,” and, together with Parent, Intermediate Parent and Merger Holdings, the “Affinion Parties”) and Webloyalty Holdings, Inc., a Delaware corporation (the “Company,” together with Merger Holdings, Merger Sub, and Intermediate Parent, collectively, the “Parties,” and each of the Parties individually, a “Party”).
FERNANDES INVESTOR RIGHTS AGREEMENT dated as of January 14, 2011 (this “Agreement”), is entered into by and among AFFINION GROUP HOLDINGS, INC., a Delaware corporation (the “Company”), AFFINION GROUP HOLDINGS, LLC, a Delaware limited liability company...Adoption Agreement • January 18th, 2011 • Affinion Group, Inc. • Services-business services, nec • Delaware
WHEREAS, the Holder deems it to be in the best interest of the Company and the Holders that provision be made for the continuity and stability of the business and policies of the Company, and, to that end, the Company and the Holder hereby set forth herein their agreement with respect to the Common Stock and Options acquired on or after the date hereof in his capacity as an employee, officer, director or consultant to the Company (the “Subject Common Stock”), but the term “Subject Common Stock” expressly excludes the shares of Common Stock and warrants to purchase Common Stock issued to the Holder pursuant to the Merger Agreement and any securities issued in exchange of, or upon exercise of such Common Stock or warrants to purchase Common Stock (the “Merger Equity”), Company securities acquired pursuant to the exercise of rights granted pursuant to the Stockholder Agreement or Company securities acquired in transactions in the secondary market (collectively with Merger Equity, the “Exc
ContractAffinion Group, Inc. • January 18th, 2011 • Services-business services, nec • New York
THIS WARRANT AND ANY SECURITIES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE BEEN OR WILL BE ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THESE SECURITIES NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM PURSUANT TO THE ACT AND APPLICABLE STATE SECURITIES LAWS. ANY OFFER, SALE, ASSIGNMENT, TRANSFER OR OTHER DISPOSITION OF THIS WARRANT OR ANY SECURITIES ACQUIRED UPON THE EXERCISE OF THIS WARRANT IN A TRANSACTION THAT IS NOT REGISTERED UNDER THE ACT IS SUBJECT TO THE COMPANY’S RIGHT TO REQUIRE DELIVERY OF AN OPINION OF COUNSEL TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
