STOCK PURCHASE AGREEMENT
Stock Purchase Agreement (this "Agreement"), dated as of June 10, 1998,
between PPC Acquisition Corp. ("Purchaser") and ▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇
(together called "Shareholder").
WHEREAS, Shareholder owns (both beneficially and as trustee FBO u/a Dtd.
8/25/76 FBO Jared ▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ("Trustee") total of 80,667
shares of common stock, par value $.10 per share ("Common Stock") of Plenum
Publishing Corp. (the "Company") all as set forth on Schedule A hereto (the
"Shares").
WHEREAS, concurrently herewith, Kluwer Boston Inc. ("Parent") and
Purchaser, a wholly owned subsidiary of Parent, are entering into an agreement
and plan of merger with the Company, dated as of June 10, 1998 (the "Merger
Agreement"), pursuant to which Purchaser has agreed to make a cash tender offer
(the "Offer") for, among other things, all outstanding shares of Common Stock of
the Company at $73.50 per share (or any higher price paid in the Offer, the
"Offer Price"), net to the seller in cash, to be followed by a merger of
Purchaser with and into the Company (the "Merger"); and
WHEREAS, as a condition to the willingness of Purchaser and Parent to
enter into the Merger Agreement, Purchaser, whose performance hereunder is
guaranteed by Parent, has required that Shareholder agree, and in order to
induce Purchaser and Parent to enter into the Merger Agreement, Shareholder has
agreed, among other things, (i) to sell the Shares; (ii) to appoint Purchaser as
Shareholder's proxy to vote the Shares under certain circumstances, and (iii)
with respect to certain questions put to stockholders of the Company for a vote,
to vote the Shares, in each case, in accordance with the terms and conditions of
this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein and other good and valuable consideration, the adequacy of
which is hereby acknowledged, and intending to be legally bound hereby, the
parties hereto agree as follows:
1. Purchase and Sale of Shares.
1.1 Tender of Shares; Purchase of Shares.
(a) Shareholder agrees to tender and sell to Purchaser all of the
Shares pursuant to the terms of the Offer. Shareholder agrees that Shareholder
shall deliver to the depository for the Offer for receipt prior to the
Expiration Date (as defined in the Offer) of the Offer, either a letter of
transmittal together with the certificates for the Shares, if available, or a
"Notice of Guaranteed Delivery", if the Shares are not available. Unless an
election is made by Purchaser under Section 1.1(b), Shareholder agrees not to
withdraw any Shares tendered into the Offer. Upon such tender Shareholder will
be relieved of any obligation under Sec. 1.1(b) hereof.
(b) Upon the election of Purchaser on the terms and subject to the
conditions
set forth in this Agreement, on (and assuming the occurrence of) the Closing
Date (as defined herein), Purchaser will purchase from the Shareholder, and the
Shareholder will sell and transfer to the Purchaser, all of the Shares, free and
clear of all mortgages, pledges, security interest, encumbrances, liens,
options, debts, charges, claims and restrictions of any kind, at a purchase
price per share equal to the Offer Price.
1.2 Conditions to the Closing.
Subject to the provisions of the first sentence of Section 1.3
hereof, the obligations of the parties to consummate the transactions
contemplated by Section 1.1 hereof are subject to the following conditions: (a)
any waiting period under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of
1976, as amended (the "HSR Act") applicable to the delivery of the Shares and
the consummation of the Offer shall have expired or been terminated; and (b)
there shall be no preliminary or permanent injunction or other order by any
court of competent jurisdiction restricting, preventing or prohibiting the
delivery of the Shares. Purchaser and Shareholder shall each promptly after the
date hereof make such filings and provide such information as may be required
under the HSR Act with respect to the sale of the Shares.
1.3 Closing.
Subject to the conditions contained in this Agreement and subject to
Sections 1.4 through 1.8, the closing of the transactions contemplated by
Section 1.1 hereof (the "Closing") shall occur at a site designated by Purchaser
simultaneously with the acceptance by Purchaser of the shares of Common Stock
validly tendered and not withdrawn pursuant to the terms of the Offer in
accordance with the terms and conditions of the Offer and the Merger Agreement
(the "Closing Date"). At the Closing and subject to the conditions contained in
this Agreement, Purchaser hereby directs Shareholder to deliver to Purchaser a
certificate or certificates evidencing the Shares, each such certificate being
duly endorsed in blank and accompanied by such stock powers and such other
documents as may be necessary in Purchaser's judgment to transfer record
ownership of the Shares into Purchaser's name on the stock transfer books of the
Company, and Purchaser will purchase the Shares at a purchase price equal to the
Offer Price. All payments made by Purchaser to Shareholder pursuant to this
Section 1.3 shall be made by wire transfer of immediately available funds to an
account designated by Shareholder, or by certified bank check payable to
Shareholder, in an amount equal to the sum of the product of (i) the Offer Price
and (ii) the total number of Shares delivered at the Closing.
1.4 Stock Option.
Effective upon expiration or termination of the Offer for the
reasons set forth in Section 1.5 below, Purchaser shall have an irrevocable
option (the "Stock Option") exercisable on the terms and conditions set forth in
Section 1.5 below to purchase the Shares, at a purchase price equal to the Offer
Price.
1.5 Termination or Expiration of Offer and Exercise of Stock Option.
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(a)(i) If the Offer is terminated by Purchaser for the reasons set
forth in paragraph (d) of Annex I to the Merger Agreement or (ii) in the case of
the expiration of the Offer, if the Offer expires without the purchase of Shares
thereunder and either without satisfaction of the Minimum Condition (as defined
in the Merger Agreement) or after the occurrence of circumstances giving rise to
a right of termination by Purchaser for the reasons set forth in paragraph (d)
of Annex I to the Merger Agreement, in each case without any violation of the
Offer or the Merger Agreement by Purchaser or Parent, then the Stock Option may
be exercised by Purchaser, in whole and for all of Shareholder's Shares but not
in part or for less than all of Shareholder's Shares. Notice of exercise may be
given at any time during the period (the "Exercise Period") commencing on the
date on which the Offer is terminated or expires (under the circumstances
provided in this Section 1.5) and ending on March 31, 1999, whichever is later.
In addition, Purchaser may also exercise the Stock Option if the Merger
Agreement shall terminate by reason of the Company's exercise of its termination
rights pursuant to Section 8.1(c)(ii) of the Merger Agreement, whereupon the
Exercise Period shall commence on the date such termination rights are exercised
and end on July 1, 1999, whichever is later.
(b) In the event Purchaser wishes to exercise the Stock Option,
Purchaser shall send a written notice (an "Exercise Notice") during the Exercise
Period to the Shareholder specifying that Purchaser shall purchase the Shares
held by Shareholder and a date, which shall be a business day, and a place,
which shall be in the city of New York, for the closing of such purchase (the
"Stock Option Closing").
(c) Upon receipt of the Exercise Notice, Shareholder shall be
obligated to deliver to Purchaser a certificate or certificates representing the
Shares held by Shareholder (or to direct the depositary for the Offer to so
deliver such certificates or certificates), in accordance with the terms of this
Agreement, on the later of the date specified in such Exercise Notice or the
first business day on which the conditions specified in Section 1.6 shall be
satisfied. The date specified in such Exercise Notice may be as early as one
business day after the date of such Exercise Notice but shall not be later than
five (5) business days after the later of (i) the date of such Exercise Notice,
or (ii) the date all conditions under Section 1.6 are satisfied.
1.6 Conditions to Delivery of the Shares.
The obligation of the Shareholder to deliver, and of the Purchaser
to pay for, the Shares upon exercise of the Stock Option is subject to the
following conditions:
(a) All waiting periods under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust
Improvements Act of 1976, as amended, applicable to the exercise of the Stock
Option and the delivery of the Shares shall have expired or been terminated; and
(b) There shall be no permanent injunction or other order by any
court of competent jurisdiction restricting, preventing or prohibiting the
exercise of the Stock Option or
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the delivery of the Shares in respect of such exercise.
1.7 Stock Option Closing.
At the Stock Option Closing, the Shareholder will deliver to
Purchaser a certificate or certificates evidencing the Shares owned by
Shareholder, each such certificate being duly endorsed in blank and accompanied
by such stock powers and such other documents as may be necessary in Purchaser's
judgment to transfer record ownership of the Shares into Purchaser's name on the
stock transfer books of the Company, and Purchaser will purchase the delivered
Shares at the Offer Price. All payments made by Purchaser to Shareholder
pursuant to this Section 1.7 shall be made by wire transfer of immediately
available funds or by certified bank check payable to Shareholder, in an amount
equal to the product of (a) the Offer Price and (b) the Shares delivered by
Shareholder in respect of the Stock Option Closing.
1.8 Adjustments Upon Changes in Capitalization.
In the event of any change in the number of issued and outstanding
shares of Common Stock by reason of any stock dividend, subdivision, merger,
recapitalization, combination, conversion or exchange of shares, or any other
change in the corporate or capital structure of the Company (including, without
limitation, the declaration of payment of an extraordinary dividend of cash or
securities) which would have the effect of diluting or otherwise adversely
affecting Purchaser's rights and privileges under this Agreement, the number and
kind of the shares and the consideration payable in respect to the Shares shall
be appropriately and equitably adjusted to restore to Purchaser its rights and
privileges under this Agreement. Without limiting the scope of the foregoing, in
any such event, at the option of Purchaser, the Stock Option shall represent the
right to purchase, in addition to the number and kind of Shares which Purchaser
would be entitled to purchase pursuant to the immediately preceding sentence,
whatever securities, cash or other property the Shares subject to the Stock
Option shall have been converted into or otherwise exchanged for, together with
any securities, cash or other property which shall have been distributed with
respect to such Shares.
1.9 Tender of Shares.
Upon the request of Purchaser, Shareholder agrees to tender and sell
to Purchaser all of the Shares pursuant to the terms of the Offer. If requested
by Purchaser to so tender and sell the Shares, Shareholder agrees that
Shareholder shall deliver to the depository for the Offer for receipt prior to
the Expiration Date (as defined in the Offer) of the Offer, either a letter of
transmittal together with the certificates for the Shares, if available, or a
"Notice of Guaranteed Delivery", if the Shares are not available. Shareholder
agrees not to withdraw any Shares tendered into the Offer. Upon such tender
Shareholder will be relieved of any obligation under Sec. 1.1 hereof.
2. Representations and Warranties of Shareholder.
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Shareholder hereby represents and warrants to Purchaser as follows:
2.1 Title.
Shareholder is the owner (both beneficially as to Shares held other
than as Trustee and of record only as Trustee) of the Shares as set forth on
Schedule A. Except for the Shares Shareholder is not the record or beneficial
owner of, and does not have any other rights of any nature to acquire any
additional shares of, any shares of capital stock of the Company. Shareholder
will deliver, in accordance with the terms of this Agreement, all of the Shares,
free and clear of all security interests, liens, claims, pledges, options,
restrictions, rights of first refusal, agreements, limitations on Shareholder's
voting rights, charges and other encumbrances of any nature whatsoever, and,
except as provided in this Agreement, Shareholder has not appointed or granted
any proxy, which appointment or grant is still effective, with respect to any of
the Shares. The Shareholder has sole power of disposition with respect to all of
the Shares and sole voting power with respect to the matters set forth in
Section 6 hereof with respect to the Shares.
2.2 Authority Relative to This Agreement.
Shareholder has all necessary power and authority to execute and
deliver this Agreement, to perform Shareholder's obligations hereunder and to
consummate the transactions contemplated hereby. This Agreement has been duly
and validly executed and delivered by Shareholder and, assuming the due
authorization, execution and delivery by Purchaser, constitutes a legal, valid
and binding obligation of Shareholder enforceable against Shareholder in
accordance with its terms.
2.3 No Conflict.
The execution and delivery of this Agreement by Shareholder does
not, and the performance of this Agreement by Shareholder will not, (a) except
for any filings required under the HSR Act and for requirements of federal and
state securities laws, require any consent, approval, authorization or permit
of, or filing with or notification to, any governmental or regulatory authority,
domestic or foreign, or (b) conflict with, violate or result in any breach of or
constitute a default under (or an event which with notice or lapse of time or
both would become a default under) any agreement, judgment, injunction, order,
law, rule, regulation, decree or arrangement to which Shareholder is a party or
is bound.
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2.4 Brokers.
Except for ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, whose fees will be paid by the
Company and a true and correct copy of whose engagement letter has been provided
by the Company, no broker, finder or investment banker is entitled to any
brokerage, finder's or other fee or commission in connection with the
transactions contemplated hereby based upon arrangements made by or on behalf of
Shareholder or the Company.
3. Representations and Warranties of Purchaser and Parent.
3.1 Authority Relative to This Agreement.
Purchaser and Parent have all necessary power and authority to
execute and deliver this Agreement, to perform its obligations hereunder and to
consummate the transactions contemplated hereby. The execution and delivery of
this Agreement by Purchaser and the consummation by Purchaser of the
transactions contemplated hereby have been duly and validly authorized by all
necessary corporate action on the part of Purchaser and Parent. This Agreement
has been duly and validly executed and delivered by Purchaser and Parent as
Guarantor, assuming the due authorization, execution and delivery by
Shareholder, constitutes a legal, valid and binding obligation of Purchaser and
Parent, enforceable against Purchaser and Parent in accordance with its terms.
3.2 No Conflict.
The execution and delivery of this Agreement by Purchaser and Parent
does not, and the performance of this Agreement by Purchaser and Parent will
not, (a) except for any filings required under the HSR Act and for requirements
of federal and state securities laws, require any consent, approval,
authorization or permit of, or filing with or notification to, any governmental
or regulatory authority, domestic or foreign, (b) conflict with or violate the
certificate of incorporation or bylaws of Purchaser or Parent, (c) conflict
with, violate or result in any breach of or constitute a default under (or an
event which with notice or lapse of time or both would become a default under)
any agreement, judgment, injunction, order, law, rule, regulation, decree or
arrangement applicable to Purchaser or Parent or by which any property or asset
of Purchaser or Parent is bound or affected, other than, in the case of clause
(c), any such conflicts, violations, breaches or defaults that, individually or
in the aggregate, would not materially impair the ability of Purchaser or Parent
to perform its obligations hereunder.
3.3 Brokers.
Except for Credit Suisse First Boston, whose fees will be paid by
Purchaser, no broker, finder or investment banker is entitled to any brokerage,
finder's or other fee or commission from Shareholder in connection with the
transactions contemplated hereby based upon arrangements made by or on behalf of
Purchaser.
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3.4 Investment Intent.
Purchaser hereby represents that any securities it purchases
pursuant to this Agreement are being purchased for its own account for
investment and not with a view to, or for sale in connection with, any public
distribution thereof.
4. Covenant of Shareholder.
No Solicitation of Transactions. Shareholder and his affiliates shall not,
and Shareholder and his affiliates shall use their best efforts to ensure that
Shareholder's representatives and agents (including, but not limited to,
investment bankers, attorneys and accountants) and his affiliates' officers,
directors, employees, representatives and agents do not, directly or indirectly,
encourage, solicit, participate in or initiate discussions or negotiations with,
or provide any information to, any corporation, partnership, person or other
entity or group (other than Purchaser or any of its affiliates or
representatives) concerning any proposal or offer to acquire all or a
substantial part of the business or properties of the Company or any of its
subsidiaries, whether by merger, tender offer, exchange offer, sale of assets or
similar transaction involving the Company or any subsidiary, division or
operating or principal business unit of the Company (an "Acquisition Proposal"),
except that the provisions of this Section 4 shall not restrict the
Shareholder's ability to act in such Shareholder's capacity as a director of the
Company in accordance with Section 6.8 of the Merger Agreement. Shareholder
shall immediately cease and cause to be terminated any existing activities,
discussions or negotiations by Shareholder or his affiliates or any investment
banker, attorney, accountant or other advisor or representative of Shareholder
or his affiliates with parties conducted heretofore with respect to any of the
foregoing.
5. Additional Covenants of Shareholder.
5.1 No Disposition. Shareholder hereby covenants and agrees that, except
as contemplated by this Agreement and except pursuant to the Offer, Shareholder
shall not, and shall not offer or agree to, sell, transfer, tender, assign, or
otherwise dispose of, or create or permit to exist any option, restriction,
right of first refusal, agreement or limitation on Shareholder's voting rights
with respect to, the Shares now owned or any other shares that may hereafter be
acquired by Shareholder.
5.2 Compliance of Shareholder with this Agreement. Shareholder shall take
all actions and forbear from all actions, in each case, necessary in order that
(a) all of Shareholder's representations and warranties hereunder are true and
correct and (b) Shareholder fulfills all of its obligations hereunder.
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6. Voting Agreement; Proxy of Shareholder.
6.1 Voting Agreement.
Shareholder hereby agrees that, during the time this Agreement is in
effect, at any meeting of the stockholders of the Company, however called, and
in any action by written consent of the stockholders of the Company, Shareholder
shall, to the extent applicable, (a) vote (or execute a consent in respect of)
all of the Shares in favor of the Merger, the Merger Agreement (as amended from
time to time) and any of the transactions contemplated by the Merger Agreement;
(b) vote (or execute a consent in respect of) the Shares against any action or
agreement that would result in a breach of any covenant, representation or
warranty or any other obligation of the Company under the Merger Agreement; and
(c) vote (or execute a consent in respect of) the Shares against any action or
agreement that would reasonably be expected to impede, interfere with, delay or
attempt to discourage the Offer or the Merger, including, but not limited to:
(i) any extraordinary corporate transaction (other than the Merger), such as a
merger, reorganization, recapitalization or liquidation involving the Company or
any of its Subsidiaries (as defined in the Merger Agreement) or any proposal
made in opposition to or in competition with the Merger; (ii) a sale or transfer
of a material amount of assets of the Company or any of its Subsidiaries; (iii)
any change in the management or board of directors of the Company, except as
otherwise agreed to in writing by Purchaser or Purchaser; (iv) any material
change in the present capitalization or dividend policy of the Company; or (v)
any other material change in the corporate structure or business of the Company
or any of its Subsidiaries.
6.2 Irrevocable Proxy.
Shareholder agrees that, in the event Shareholder shall fail to
comply with the provisions of Section 6.1 hereof as determined by Purchaser in
its sole discretion, such failure shall result, without any further action by
Shareholder, in the irrevocable appointment of Purchaser as the attorney and
proxy of Shareholder, with full power of substitution, to vote, and otherwise
act (by written consent or otherwise) with respect to all of the Shares that
Shareholder is entitled to vote at any meeting of stockholders of the Company
(whether annual or special and whether or not an adjourned or postponed meeting)
or consent in lieu of any such meeting or otherwise, on the matters and in the
manner specified in Section 6.1. THIS PROXY AND POWER OF ATTORNEY IS IRREVOCABLE
AND COUPLED WITH AN INTEREST AND IS EXECUTED AND INTENDED TO BE IRREVOCABLE IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 212(e) OF THE DELAWARE GENERAL
CORPORATION LAW ("DGCL"). Shareholder hereby revokes, effective upon the
execution and delivery of the Merger Agreement by the parties thereto, all other
proxies and powers of attorney with respect to the Shares that Shareholder may
have heretofore appointed or granted, and no subsequent proxy or power of
attorney (except in furtherance of Shareholder's obligations under Section 6.1
hereof) shall be given or written consent executed (and if given or executed,
shall not be effective) by Shareholder with respect thereto so long as this
Agreement remains in effect.
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7. Termination.
Other than the Stock Option which shall be governed Section by 1.4(a)
hereof, this Agreement shall terminate automatically in the event that the
Merger Agreement is terminated in accordance with the terms and conditions
thereof.
8. Miscellaneous.
8.1 Expenses.
All costs and expenses incurred in connection with the transactions
contemplated by this Agreement shall be paid by the party incurring such
expenses.
8.2 Further Assurances.
Shareholder and Purchaser shall execute and deliver all such further
documents and instruments and take all such further action as may be necessary
in order to consummate the transactions contemplated hereby.
8.3 Specific Performance.
The parties hereto agree that irreparable damage would occur in the
event any provision of this Agreement were not performed in accordance with the
terms hereof and that the parties shall be entitled to specific performance of
the terms hereof, in addition to any other remedy at law or in equity.
8.4 Entire Agreement.
This Agreement constitutes the entire agreement between Purchaser
and Shareholder with respect to the subject matter hereof and supersedes all
prior agreements and understandings, both written and oral, between Purchaser
and Shareholder with respect to the subject matter hereof.
8.5 Assignment.
This Agreement shall not be assigned by operation of law or
otherwise, except that Purchaser may assign all or any of its rights hereunder
except that such assignment shall not relieve Purchaser of its obligations
hereunder if such assignee does not perform such obligations.
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8.6 Parties in Interest.
This Agreement shall be binding upon, inure solely to the benefit
of, and be enforceable by, the parties hereto and their successors and permitted
assigns. Nothing in this Agreement, express or implied, is intended to or shall
confer upon any other person any right, benefit or remedy of any nature
whatsoever under or by reason of this Agreement.
8.7 Amendment; Waiver.
This Agreement may not be amended except by an instrument in writing
signed by the parties hereto. Any party hereto may (a) extend the time for the
performance of any obligation or other act of any other party hereto, (b) waive
any inaccuracy in the representations and warranties contained herein or in any
document delivered pursuant hereto and (c) waive compliance with any agreement
or condition contained herein. Any such extension or waiver shall be valid if
set forth in an instrument in writing signed by the party or parties to be bound
thereby.
8.8 Severability.
If any term or other provision of this Agreement is invalid, illegal
or incapable of being enforced by any rule of law, or public policy, all other
conditions and provisions of this Agreement shall nevertheless remain in full
force and effect so long as the economic or legal substance of this Agreement is
not affected in any manner materially adverse to any party. Upon such
determination that any term or other provision is invalid, illegal or incapable
of being enforced, the parties hereto shall negotiate in good faith to modify
this Agreement so as to effect the original intent of the parties as closely as
possible in a mutually acceptable manner in order that the terms of this
Agreement remain as originally contemplated to the fullest extent possible.
8.9 Notices.
All notices, requests, claims, demands and other communications
hereunder shall be in writing and shall be deemed to have been duly given when
delivered in person, by overnight courier or facsimile to the respective parties
as follows:
If to Purchaser:
PBC Acquisition Corp.
c/o Kluwer Academic Publishers bv
Spuilboulevard 50, 311GR Dordrecht
3300 AZ Dordrecht
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Fax #: (011)(31)(▇▇) ▇▇▇-▇▇▇▇
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with a copy to:
Wolters Kluwer U.S. Corporation
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇
Fax #: (▇▇▇) ▇▇▇-▇▇▇▇
and to:
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq.
Fax #: (▇▇▇) ▇▇▇-▇▇▇▇
if to Shareholder:
▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Fax #: (▇▇▇) ▇▇▇-▇▇▇▇
with a copy to:
▇▇▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇, P.C.
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq.
Fax #: (▇▇▇) ▇▇▇-▇▇▇▇
8.10 Governing Law.
This Agreement shall be governed by, and construed in accordance
with, the laws of the State of Delaware applicable to contracts executed in and
to be performed in Delaware without regard to any principles of choice of law or
conflicts of law of such State. All actions and proceedings arising out of or
relating to this Agreement shall be heard and determined in any state or federal
court sitting in Delaware. Each of the parties hereto (i) consents to submit
such
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party to the personal jurisdiction of any Federal court located in the
State of Delaware or any Delaware state court in the event any dispute arises
out of this Agreement or any of the transactions contemplated hereby, (ii)
agrees that such party will not attempt to deny or defeat such personal
jurisdiction by motion or other request for leave from any such court, (iii)
agrees that such party will not bring any action relating to this Agreement or
the transactions contemplated hereby in any court other than a Federal court
sitting in the state of Delaware or a Delaware state court and (iv) waives any
right to trial by jury with respect to any claim or proceeding related to or
arising out of this Agreement or any of the transactions contemplated hereby.
8.11 Headings.
The descriptive headings contained in this Agreement are included
for convenience of reference only and shall not affect in any way the meaning or
interpretation of this Agreement.
8.12 Counterparts.
This Agreement may be executed and delivered (including by facsimile
transmission) in one or more counterparts, and by the different parties hereto
in separate counterparts, each of which when as executed and delivered shall be
deemed to be an original but all of which taken together shall constitute one
and the same agreement.
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IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement
to be duly executed and delivered as of the date first written above.
PPC ACQUISITION CORP.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: President
Shareholder
/s/ ▇▇▇▇ ▇▇▇▇
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▇▇▇▇ ▇▇▇▇
/s/ ▇▇▇▇▇ ▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇
/s/ ▇▇▇▇ ▇▇▇▇
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▇▇▇▇ ▇▇▇▇, Trustee
u/a Dtd. 8/25/76 FBO Jared ▇▇▇▇▇
▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
-13-
Kluwer Boston, Inc. in consideration of the undertakings hereunder by
Shareholders does hereby guaranty performance of the obligations undertake
herein by Purchaser and to the extent that such guarantee shall relate to the
payment of moneys, such guaranty shall be a guaranty of performance and not a
guaranty of collection.
KLUWER BOSTON, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: President
-14-
SCHEDULE A
▇▇▇▇ AND ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇ In Trust For Adult Children 50,625
Shares Owned Of Record and Beneficially
By ▇▇▇▇ ▇▇▇▇ Individually 16,460
Shares Owned Of Record and Beneficially
Jointly By ▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇ 13,582
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80,667