Re: Transition AgreementProquest Co • February 15th, 2007 • Miscellaneous publishing
This letter sets forth the terms and conditions regarding your transfer of employment from ProQuest Information and Learning Company (“I&L”) to ProQuest Company (“ProQuest”) effective upon ProQuest’s sale of I&L to Cambridge Information Group (the “I&L Sale”) and the additional compensation that ProQuest’s Compensation Committee approved for you on February 6, 2007. For purposes of this letter, the “Company” refers to ProQuest and its subsidiaries and affiliates.
Re: Letter Agreement regarding Subscription Agreement and Plan of MergerProquest Co • February 15th, 2007 • Miscellaneous publishing • Delaware
Reference is hereby made to that certain Subscription Agreement and Plan of Merger, dated as of December 14, 2006 (the “Agreement”), by and among ProQuest Information and Learning Company, a Delaware corporation (the “U.S. Company”); I&L Holdings, Inc., a Delaware corporation (“Buyer Parent”); I&L Operating LLC, a Delaware limited liability company and wholly owned subsidiary of Buyer Parent (“Buyer Sub,” and with Buyer Parent, the “Buying Parties”); ProQuest Company (“Parent”), a Delaware corporation; ProQuest Canada/U.K. Holdings, LLC, a Delaware limited liability company and wholly owned subsidiary of Parent (“Canada/U.K. LLC”); and, solely for purposes of Article V and Section 12.1 of the Agreement, Cambridge Scientific Abstracts, Limited Partnership, a Maryland limited partnership (“Guarantor”). All capitalized terms used herein but not otherwise defined shall have the meanings given to them in the Agreement.
