ESPS, INC.Employment Agreement • March 29th, 2002 • Information Holdings Inc • Books: publishing or publishing & printing
EXHIBIT 10.2 FORM OF PLEDGE AGREEMENT PLEDGE AGREEMENT (as amended, modified or supplemented from time to time, this "Agreement"), dated as of September 24, 1999, made by each of the undersigned pledgors (each a "Pledgor" and, together with any other...Pledge Agreement • November 12th, 1999 • Information Holdings Inc • Books: publishing or publishing & printing • New York
andAgreement and Plan of Merger • November 21st, 2001 • Information Holdings Inc • Books: publishing or publishing & printing • Delaware
EXHIBIT 10.3 FORM OF SECURITY AGREEMENTSecurity Agreement • November 12th, 1999 • Information Holdings Inc • Books: publishing or publishing & printing • New York
Exhibit 10.1 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT, dated as of this 15th day of March, 2000, between INFORMATION HOLDINGS INC. (the "Company"), and Mason Slaine (the "Executive"). R E C I T A L S: WHEREAS, Information Ventures LLC, a limited...Employment Agreement • August 11th, 2000 • Information Holdings Inc • Books: publishing or publishing & printing • New York
EXHIBIT 2.1 ASSET PURCHASE AGREEMENT DATED AS OF MAY 3, 2002Asset Purchase Agreement • October 8th, 2002 • Information Holdings Inc • Books: publishing or publishing & printing • California
INFORMATION HOLDINGS INC. (a Delaware corporation) 4,000,000 Shares of Common Stock PURCHASE AGREEMENT Dated: , 2000 TABLE OF CONTENTSInformation Holdings Inc • March 10th, 2000 • Books: publishing or publishing & printing • New York
BY AND AMONGAsset Purchase Agreement • July 16th, 1998 • Information Holdings Inc • Books: publishing or publishing & printing • New York
Exhibit 4.2 INFORMATION HOLDINGS INC. REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT, dated as of August 12, 1998, among the investors listed on Schedule I hereto (the "Investors") and Information Holdings Inc., a Delaware corporation...Registration Rights Agreement • March 29th, 1999 • Information Holdings Inc • Books: publishing or publishing & printing • New York
CONFORMED AS EXECUTED] CREDIT AGREEMENTCredit Agreement • November 12th, 1999 • Information Holdings Inc • Books: publishing or publishing & printing
betweenStock Purchase Agreement • August 20th, 1999 • Information Holdings Inc • Books: publishing or publishing & printing • New York
OFFER TO PURCHASE FOR CASH ALL OUTSTANDING SHARES OF COMMON STOCKMerger Agreement • November 21st, 2001 • Information Holdings Inc • Books: publishing or publishing & printing
EXHIBIT 10.10 FIRST AMENDMENT TO CREDIT AGREEMENT FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as of October 7, 1999, among INFORMATION HOLDINGS, INC., a Delaware corporation ("Holdings"), WARBURG PINCUS INFORMATION VENTURES, INC., a...Credit Agreement • March 29th, 2002 • Information Holdings Inc • Books: publishing or publishing & printing • New York
INFORMATION HOLDINGS INC. (a Delaware corporation) 4,500,000 Shares of Common Stock PURCHASE AGREEMENT Dated: March 14, 2000 TABLE OF CONTENTSPurchase Agreement • March 15th, 2000 • Information Holdings Inc • Books: publishing or publishing & printing • New York
Exhibit 10.15 AMENDMENT TO EMPLOYMENT AGREEMENT THIS AMENDMENT TO EMPLOYMENT AGREEMENT is made and entered into by and between TRANSCENDER LLC, a Delaware limited liability company ("Transcender" and, together with its affiliates, subsidiaries and...Employment Agreement • March 29th, 2002 • Information Holdings Inc • Books: publishing or publishing & printing
INFORMATION HOLDINGS INC. (a Delaware corporation) [ ] Shares of Common Stock PURCHASE AGREEMENT Dated: [ ], 1998Purchase Agreement • July 16th, 1998 • Information Holdings Inc • Books: publishing or publishing & printing • New York
Exhibit 10.4 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this "Agreement"), is made and entered into as of April 10, 2000, effective for all purposes and in all respects as of April 10, 2000 (the "Commencement Date") between INFORMATION VENTURES...Employment Agreement • March 27th, 2001 • Information Holdings Inc • Books: publishing or publishing & printing • New York
Exhibit 10.5 INFORMATION HOLDINGS INC. REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT, dated as of August __, 1998, among the investors listed on Schedule I hereto (the "Investors") and Information Holdings Inc., a Delaware corporation...Registration Rights Agreement • July 16th, 1998 • Information Holdings Inc • Books: publishing or publishing & printing • New York
Exhibit 10.12 THIS LEASE AGREEMENT dated as of March 1, 1998 by and between R. P. REALTY COMPANY, a Connecticut General Partnership with a principal place of business in the Town of East Haven and County of New Haven, and State of Connecticut,...Lease Agreement • July 16th, 1998 • Information Holdings Inc • Books: publishing or publishing & printing • Connecticut
EXHIBIT 10.11 SECOND CONSENT AND AMENDMENT TO CREDIT AGREEMENT SECOND CONSENT AND AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as of July 12, 2001, among INFORMATION HOLDINGS, INC., a Delaware corporation ("Holdings"), INFORMATION VENTURES...Credit Agreement • March 29th, 2002 • Information Holdings Inc • Books: publishing or publishing & printing
All Outstanding Shares of Common Stock of LIQUENT, INC. at $2.27 NET PER SHARE by FLUID ACQUISITION CORP. a wholly owned subsidiary of INFORMATION HOLDINGS INC. ----------------------------------------------------------------------Information Holdings Inc • November 21st, 2001 • Books: publishing or publishing & printing
Exhibit 10.8 ASSET PURCHASE AGREEMENT AGREEMENT, dated as of June 5, 1997, by and between Thomson Information Services Inc., a New York corporation (the "Seller"), Thomson Licensing Corporation, a Delaware corporation ("TLC") and CRC Press LLC, a...Asset Purchase Agreement • July 16th, 1998 • Information Holdings Inc • Books: publishing or publishing & printing • New York
EXHIBIT 10.4 FORM OF SUBSIDIARIES GUARANTY SUBSIDIARIES GUARANTY, dated as of September 24, 1999 (as amended, modified or supplemented from time to time, this "Guaranty"), made by each of the undersigned guarantors (each a "Guarantor," and together...Information Holdings Inc • November 12th, 1999 • Books: publishing or publishing & printing
ARTICLE I.Stockholders Agreement • November 21st, 2001 • Information Holdings Inc • Books: publishing or publishing & printing • Delaware
TRANSCENDER LLC andAsset Purchase Agreement • November 21st, 2000 • Information Holdings Inc • Books: publishing or publishing & printing • New York
JOINT FILING AGREEMENTJoint Filing Agreement • November 21st, 2001 • Information Holdings Inc • Books: publishing or publishing & printing
The undersigned hereby agree that the statement on Schedule 13D with respect to the shares of common stock of Liquent, Inc. is, and any amendment thereto signed by each of the undersigned shall be, filed on behalf of each undersigned pursuant to and in accordance with the provisions of 13d1-(k) under the Securities Exchange Act of 1934, as amended.
EXHIBIT 10.1 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT, dated as of this 30th day of April, 2002, between INFORMATION HOLDINGS INC. (the "Company"), and Mason Slaine (the "Executive"). RECITALS: WHEREAS, the Company and Executive have previously...Employment Agreement • August 14th, 2002 • Information Holdings Inc • Books: publishing or publishing & printing • New York
ARTICLE 1Lease • July 16th, 1998 • Information Holdings Inc • Books: publishing or publishing & printing • Florida
Lease Year Annual Basic Rent ---------- ----------------- 1/1/94 to 12/31/94 $ 98,126.10 1/1/95 to 12/31/95 101,069.88 1/1/96 to 12/31/96 104,101.98 1/1/97 to 12/31/97 107,225.04 1/1/98 to 12/31/98 110,441.79,Modification And • July 16th, 1998 • Information Holdings Inc • Books: publishing or publishing & printing • Florida
VOTING AND PROXY AGREEMENTVoting and Proxy Agreement • August 9th, 2004 • Information Holdings Inc • Books: publishing or publishing & printing • Delaware
VOTING AND PROXY AGREEMENT, dated as of June 28, 2004 (this “Agreement”) among The Thomson Corporation, a Delaware corporation (“Parent”), and each other person and entity listed on the signature pages hereof (each, a “Stockholder”).
DATE 1 December 2003 3i GROUP PLC AND OTHERS PHILIP PADFIELD AND SUNIL PUROHIT LIQUENT HOLDINGS LIMITED INFORMATION VENTURES LLC SHARE PURCHASE AGREEMENT relating to the acquisition of the entire issued share capital of CDC Solutions Limited...Share Purchase Agreement • December 12th, 2003 • Information Holdings Inc • Books: publishing or publishing & printing • England
B The Vendors have agreed to sell and the Purchaser has agreed to buy the Shares on the terms and subject to the conditions of this Agreement.
RELEASEInformation Holdings Inc • August 9th, 2004 • Books: publishing or publishing & printing
Reference is made to that certain Agreement and Plan of Merger, dated as of June 28, 2004 (as it may be amended or supplemented from time to time, the “Merger Agreement”), among The Thomson Corporation, a Delaware corporation (“Parent”), Thyme Corporation, a Delaware corporation and a Subsidiary of Parent, and Information Holdings Inc., a Delaware corporation (the “Company”). Capitalized terms used in this Release and not otherwise defined shall have the meanings ascribed to them in the Merger Agreement.
June 28, 2004 Mason P. Slaine c/o Information Holdings Inc. 2777 Summer Street Suite 602 Stamford, CT 06905 Dear Mr. Slaine:Employment Agreement • August 9th, 2004 • Information Holdings Inc • Books: publishing or publishing & printing
This letter confirms the amendment, as set forth below, to your employment agreement dated as of April 30, 2002, between you and Information Holdings Inc. (the “Company”), as amended (your “Employment Agreement”), which is made in connection with the Agreement and Plan of Merger dated as of June 28, 2004, among the Company, The Thomson Corporation (“Parent”) and Thyme Corporation (“Merger Sub”) (as it may be amended or supplemented from time to time, the “Merger Agreement”).
Liquent Inc. (formerly ESPS Inc.) Employment Agreement AmendmentEmployment Agreement Amendment • March 31st, 2003 • Information Holdings Inc • Books: publishing or publishing & printing
This Amendment (the “Amendment”) to the Employment Agreement by and between Liquent Inc. (formerly ESPS Inc.) (the “Company”) and R. Richard Dool (the “Executive”), originally executed November 27, 2000, and as amended February 8, 2001 and October 3, 20002 (the “Employment Agreement”), is entered into as of this 29th day of October, 2002.
ASSET PURCHASE AGREEMENT By and Among TRANSCENDER LLC, INFORMATION VENTURES LLC, INFORMATION HOLDINGS INC., SELF TEST SOFTWARE, INC. and KAPLAN, INC.Asset Purchase Agreement • January 6th, 2004 • Information Holdings Inc • Books: publishing or publishing & printing • New York
THIS ASSET PURCHASE AGREEMENT, dated as of December 22, 2003 with effect as of December 31, 2003 (this “Agreement”), by and among TRANSCENDER LLC, a Delaware limited liability company (the “Seller”), INFORMATION VENTURES LLC, a Delaware limited liability company and an Affiliate of the Seller (“Information Ventures”), INFORMATION HOLDINGS INC., a Delaware corporation and an Affiliate of the Seller (“IHI”, and collectively with the Seller and Information Ventures, the “Constituent Companies”), SELF TEST SOFTWARE, INC., a Georgia corporation (the “Buyer”) , and KAPLAN, INC., a Delaware corporation and an Affiliate of the Buyer (“Kaplan”).
