1
Exhibit 10.1
SUBSCRIPTION AGREEMENT
AND
PLAN OF ACQUISITION
1. Black Box Corporation, a Delaware corporation, hereby
subscribes for fifty (50) shares of Common Stock, par value $.01 per share, of
BBox Holding Company, a Delaware corporation (the "Corporation"), being all of
the issued and outstanding shares of capital stock of the Corporation, in
exchange for all of the issued and outstanding capital stock of Black Box
Corporation of Pennsylvania, a Delaware corporation ("Black Box PA"),
consisting of one hundred (100) shares of Common Stock of Black Box PA with a
par value of $.01 per share, on the date of this Subscription Agreement.
2. Each of the undersigned agrees to all restrictions on
transfer of the above securities required by all applicable state and federal
securities laws. Such restrictions, to be evidenced by a legend on the
certificates for the above securities, to be substantially as follows:
These securities have neither been registered under
the federal Securities Act of 1933 nor under any state
securities act (the "Acts") and may be offered and sold only
if registered pursuant to the provisions of the Acts or if an
exemption from registration is available.
3. Each of the undersigned further agrees that the
undersigned is acquiring the above securities for investment.
4. Black Box Corporation has read and approves Article 7 of
the Certificate of Incorporation of the Corporation which limits the personal
liability of directors for monetary damages in certain circumstances as
permitted by Delaware law.
IN WITNESS WHEREOF, the undersigned has signed and sealed
this Subscription Agreement on this 21st day of November, 1996.
BLACK BOX CORPORATION
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
--------------------------
Authorized Officer
▇▇-▇▇▇▇▇▇▇
--------------------------
Taxpayer Identification Number
BLACK BOX CORPORATION OF PENNSYLVANIA
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
--------------------------
Authorized Officer
2
Subscription accepted and
receipt of subscription
price is acknowledged as of
the date set forth thereon.
BBOX HOLDING COMPANY
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, President
------------------------------
Authorized Officer
Date: November 21, 1996
---------------------------