NOTE: PORTIONS OF THIS AGREEMENT ARE THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST BY THE REGISTRANT TO THE SECURITIES AND EXCHANGE COMMISSION. SUCH PORTIONS HAVE BEEN REDACTED AND ARE MARKED WITH A “[****]” IN PLACE OF THE REDACTED LANGUAGE. STOCK...Stock Purchase Agreement • January 10th, 2011 • Broadridge Financial Solutions, Inc. • Finance services • New York
Stock Purchase Agreement (“Agreement”), dated as of November 23, 2010 by and among the parties set forth on Schedule A annexed hereto and any additional party added to Schedule A prior to Closing (“Sellers”), Broadridge Investor Communication Solutions, Inc., a Delaware corporation (“Purchaser”) and, solely for purposes of Sections 4.10, 4.11, 4.12 and 11.11, Broadridge Financial Solutions, Inc., a Delaware corporation (“Guarantor”). Certain capitalized terms have the meanings given to such terms in Article I.
NOTE: PORTIONS OF THIS AGREEMENT ARE THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST BY THE REGISTRANT TO THE SECURITIES AND EXCHANGE COMMISSION. SUCH PORTIONS HAVE BEEN REDACTED AND ARE MARKED WITH A “[****]” IN PLACE OF THE REDACTED LANGUAGE. ESCROW...Escrow Agreement • January 10th, 2011 • Broadridge Financial Solutions, Inc. • Finance services • New York
This Escrow Agreement is entered into as of January 7, 2011 by and among Capital One, N.A. (the “Escrow Agent”), a national banking association organized under the laws of the United States of America; Broadridge Investor Communication Solutions, Inc., a Delaware corporation (“Purchaser”); the parties identified on Schedule A annexed hereto (collectively, “Sellers”); and Bluff Point Associates Corp., a Delaware corporation, in its capacity as agent, proxy and attorney-in-fact of the Sellers (the “Sellers’ Representative”).
