{"id":43642,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/stock-option-and-tender-agreement-wolters-kluwer-u-s-corp-and2.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"stock-option-and-tender-agreement-wolters-kluwer-u-s-corp-and2","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/stock-option-and-tender-agreement-wolters-kluwer-u-s-corp-and2.html","title":{"rendered":"Stock Option and Tender Agreement &#8211; Wolters Kluwer U.S. Corp. and Waverly Inc. Stockholders"},"content":{"rendered":"<pre>\n                          STOCK OPTION AND TENDER AGREEMENT\n\n\n\n     Stock Option and Tender Agreement (this 'Agreement'), dated February 10,\n1998, is by and among Wolters Kluwer U.S. Corporation, a Delaware corporation,\n('PARENT'), MP Acquisition Corp., a Maryland corporation and a wholly-owned\nsubsidiary of Parent ('SUB'), and the stockholders set forth in SCHEDULE I\nhereto (each, a 'STOCKHOLDER' and collectively, the 'STOCKHOLDERS').\n\n                                W I T N E S S E T H:\n\n     WHEREAS, Parent, Sub, and Waverly, Inc., a Maryland corporation (the\n'Company') are entering into an Agreement and Plan of Merger (the 'MERGER\nAGREEMENT') pursuant to which Sub has agreed to make a tender offer (the\n'Offer') for all outstanding shares of Common Stock, par value $2.00 per share\n(the 'COMMON STOCK'), of the Company at $39.00 per share (the 'OFFER PRICE'),\nnet to the seller in cash, to be followed by a merger (the 'Merger') of Sub with\nand into the Company.\n\n     WHEREAS, as a condition to the willingness of Parent and Sub to enter into\nthe Merger Agreement, each of Parent and Sub has required that each Stockholder\nagree, and in order to induce Parent and Sub to enter into the Merger Agreement,\neach Stockholder has agreed, among other things, (i) to tender in the Offer all\nof the shares of Common Stock now owned or which may hereafter be acquired by\nsuch Stockholder (the 'Shares'), (ii) to grant to Parent or Sub, as Parent shall\ndesignate (the 'Optionee') the option to purchase the Shares in certain\ncircumstances, (iii) as to certain Stockholders, to appoint Parent as such\nStockholder's proxy under certain circumstances to vote the Shares in connection\nwith the Merger Agreement, (iv) with respect to certain questions put to\nstockholders of the Company for a vote, to vote the Shares, in each case, in\naccordance with the terms and conditions of this Agreement, and (v) to restrict\ntransfers or exercises of Company Options (as defined in Section 8 below), if\nany, held by such Stockholder except as provided herein.\n\n     NOW, THEREFORE, in consideration of the mutual covenants and agreements\ncontained herein and other good and valuable consideration, the adequacy of\nwhich is hereby acknowledged, and intending to be legally bound hereby, the\nparties hereto agree as follows:\n\n     1.   TENDER OF SHARES.  Each Stockholder severally (and not  jointly)\nagrees to tender and sell to Parent and\/or Sub pursuant to the Offer all of the\nShares legally and\/or beneficially owned by such Stockholder (as set forth on\nSCHEDULE I hereto) and that once tendered, each Stockholder agrees that such\nShares will not be withdrawn from the Offer unless the Offer is terminated by\nParent or Sub without any shares of Common Stock being purchased thereunder. \nEach Stockholder severally (and not jointly) agrees that such Stockholder shall\ndeliver to the depositary for the Offer, immediately following the commencement\nof the Offer, either a letter of transmittal together with the certificates for\nthe Shares, if available, or a 'Notice of Guaranteed Delivery', if the Shares\nare not available.\n\n\n\n     2.   STOCK OPTION.\n\n          2.1  GRANT OF STOCK OPTION.  Each Stockholder hereby grants to\nOptionee an irrevocable option (the 'STOCK OPTION') on the terms and conditions\nset forth in this Section 2, to purchase all of the Shares legally and\/or\nbeneficially owned by such Stockholder (as set forth on SCHEDULE I hereto), at\nsuch time as Optionee may exercise the Stock Option during the Exercise Period\n(as defined below), at a purchase price equal to the Offer Price.\n\n          2.2  EXERCISE OF STOCK OPTION.  (a) The Stock Option may be exercised\nby Optionee, in whole and for all of such Stockholder's Shares but not in part\nor for less than all of such Stockholder's Shares, (i) if the Offer was\nterminated by Parent or Sub for the reasons set forth in (f) or (g) of the\nConditions to the Offer (as set forth in Annex A to the Merger Agreement) or\n(ii) in the case of the expiration of the Offer, if the Offer expired without\nthe purchase of Shares thereunder either without satisfaction of the Minimum\nCondition (as defined in the Merger Agreement) or after the occurrence of\ncircumstances giving rise to a right of termination by Parent or Sub for the\nreasons set forth in (f) or (g) of said Conditions of the Offer, in each case\nwithout any violation of the Offer or the Merger Agreement by Parent or Sub. \nNotice of exercise may be given at any time during the period (the 'EXERCISE\nPERIOD') commencing on the date on which the Offer is terminated or expires\n(under the circumstances provided in this Section 2.2) and ending on the date\nsix months and one day after such commencement date.  In addition, Optionee may\nalso exercise the Stock Option if the Merger Agreement shall terminate by reason\nof the Company's exercise of its termination rights pursuant to Section\n7.1(c)(i)(a) or (b) of the Merger Agreement, whereupon the Exercise Period shall\ncommence on the date such termination rights are exercised and end on the date\nsix months and one day thereafter.\n\n               (b)  In the event Optionee wishes to exercise the Stock Option,\nOptionee shall send a written notice (an 'EXERCISE NOTICE') during the Exercise\nPeriod to each Stockholder specifying that Optionee shall purchase the total\nnumber of Shares held by such Stockholder and a date, which shall be a business\nday, and a place, which shall be in the city of Baltimore, for the closing of\nsuch purchase (the 'STOCK OPTION CLOSING').\n\n               (c)  Upon receipt of the Exercise Notice, each Stockholder shall\nbe obligated to deliver to Optionee a certificate or certificates representing\nthe number of Shares held by such Stockholder (or to direct the depositary for\nthe Offer to so deliver such certificate or certificates), in accordance with\nthe terms of this Agreement, on the later of the date specified in such Exercise\nNotice or the first business day on which the conditions specified in Section\n2.3 shall be satisfied.  The date specified in such Exercise Notice may be as\nearly as one business day after the date of such Exercise Notice but shall not\nbe later than five (5) business days after the later of (i) the date of such\nExercise Notice, or (ii) the date all conditions under Section 2.3 are\nsatisfied.\n\n                                          2\n\n\n\n          2.3  CONDITIONS TO DELIVERY OF THE SHARES.  The obligation of the\nStockholders to deliver, and of the Optionee to pay for, the Shares upon\nexercise of the Stock Option is subject to the following conditions:\n\n               (a)  All waiting periods under the Hart-Scott-Rodino Antitrust\nImprovements Act of 1976, as amended, applicable to the exercise of the Stock\nOption and the delivery of the Shares shall have expired or been terminated; and\n\n               (b)  There shall be no permanent injunction or other order by any\ncourt of competent jurisdiction restricting, preventing or prohibiting the\nexercise of the Stock Option or the delivery of the Shares in respect of such\nexercise.\n\n          2.4  STOCK OPTION CLOSING.   At the Stock Option Closing, each\nStockholder will deliver to Optionee a certificate or certificates evidencing\nthe number of Shares owned by such Stockholder, each such certificate being duly\nendorsed in blank and accompanied by such stock powers and such other documents\nas may be necessary in Optionee's judgment to transfer record ownership of the\nShares into Optionee's name on the stock transfer books of the Company, and\nOptionee will purchase the delivered Shares at the Offer Price.  All payments\nmade by Optionee to the Stockholders pursuant to this Section 2.4 shall be made\nby wire transfer of immediately available funds or by certified bank check\npayable to the Stockholders, in an amount for each Stockholder equal to the\nproduct of (a) the Offer Price and (b) the number of Shares delivered by such\nStockholder in respect of the Stock Option Closing.\n\n          2.5  ADJUSTMENTS UPON CHANGES IN CAPITALIZATION.  In the event of any\nchange in the number of issued and outstanding shares of Common Stock by reason\nof any stock dividend, subdivision, merger, recapitalization, combination,\nconversion or exchange of shares, or any other change in the corporate or\ncapital structure of the Company (including, without limitation, the declaration\nor payment of an extraordinary dividend of cash or securities) which would have\nthe effect of diluting or otherwise adversely affecting Optionee's rights and\nprivileges under this Agreement, the number and kind of the shares and the\nconsideration payable in respect of the Shares shall be appropriately and\nequitably adjusted to restore to Optionee its rights and privileges under this\nAgreement.  Without  limiting the scope of the foregoing, in any such event, at\nthe option of Optionee, the Stock Option shall represent the right to purchase,\nin addition to the number and kind of Shares which Optionee would be entitled to\npurchase pursuant to the immediately preceding sentence, whatever securities,\ncash or other property the Shares subject to the Stock Option shall have been\nconverted into or otherwise exchanged for, together with any securities, cash or\nother property which shall have been distributed with respect to such Shares.\n\n     3.   REPRESENTATIONS AND WARRANTIES OF STOCKHOLDERS.\n\n          Each Stockholder severally (and not jointly), represents and warrants\nto Parent and Sub that:\n\n                                          3\n\n\n          3.1  POWER AND AUTHORITY.  Such Stockholder has all necessary power\nand authority to enter into this Agreement and to sell, assign, transfer and\ndeliver to Parent and\/or Sub, pursuant to the terms and conditions of this\nAgreement and the Merger Agreement, the Shares legally and\/or beneficially owned\nby such Stockholder (as set forth on SCHEDULE I hereto).\n\n          3.2  NO OTHER RIGHTS.  Except for this Agreement, there are no\noutstanding options, warrants or rights to purchase or acquire such Shares of\nsuch Stockholder.\n\n          3.3  ONLY SHARES.  Such Shares of such Stockholder subject to this\nAgreement are the only shares of Common Stock owned of record, or owned\nbeneficially with the power to sell, by such Stockholder.\n\n          3.4  TITLE.  Such Stockholder has, and upon the closing of the Offer,\nSub shall receive good and marketable title to such Shares of such Stockholder,\nfree and clear of all liens, claims, encumbrances and security interests of any\nnature whatsoever.\n\n          3.5  VALIDITY.  This Agreement is the legal, valid and binding\nagreement of such Stockholder enforceable against such Stockholder in accordance\nwith its terms, except as enforcement may be limited by bankruptcy, insolvency,\nmoratorium or other similar laws relating to creditors' rights generally and\nexcept that the availability of equitable remedies, including specific\nperformance, is subject to the discretion of the court before which any\nproceeding therefor may be brought.\n\n          3.6  NON-CONTRAVENTION.  The execution and delivery of this Agreement\ndoes not, and the consummation of the transactions contemplated hereby and\ncompliance with the provisions hereof will not, conflict with, or result in any\nviolation of, or default (with or without notice or lapse of time, or both) by\nStockholder under, or give rise to a right of termination, cancellation or\nacceleration of any obligation under, or result in the creation of any lien,\nsecurity interest, charge or encumbrance upon any of the properties or assets of\nsuch Stockholder under, any provision of (i) the charter or organizational\ndocuments of such Stockholder, if any (ii) any loan or credit agreement, note,\nbond, mortgage, indenture, lease or other agreement, instrument, permit,\nconcession, franchise or license applicable to such Stockholder or (iii) any\njudgment, order, decree, statute, law, ordinance, rule or regulation applicable\nto such Stockholder or any of its properties or assets, other than, in the case\nof clauses (ii) and (iii), any such conflicts, violations, defaults, rights,\nliens, security interests, charges or encumbrances that, individually or in the\naggregate, would not materially impair the ability of such Stockholder to\nperform its obligations hereunder or prevent, limit or restrict the consummation\nof any of the transactions contemplated hereby.\n\n     4.   REPRESENTATIONS AND WARRANTIES OF PARENT AND SUB. Parent and Sub\nhereby represent and warrant to each Stockholder as follows:\n\n          4.1  POWER AND AUTHORITY.  Each of Parent and Sub has all necessary\npower and authority to enter into the Agreement and to purchase the Shares\npursuant to the terms and conditions of this Agreement and the Merger Agreement.\n\n                                          4\n\n\n          4.2  SUFFICIENT FUNDS.  Parent and\/or Sub has, or prior to the date of\nthe Stock Option Closing will have, all of the funds necessary to consummate the\ntransactions contemplated hereby on a timely basis and to pay any and all of its\nrelated fees and expenses.\n\n          4.3  VALIDITY.  This Agreement is the legal, valid and binding\nagreement of Parent and Sub enforceable against them in accordance with its\nterms, except as enforcement may be limited by bankruptcy, insolvency,\nmoratorium or other similar laws relating to creditors' rights generally and\nexcept that the availability of equitable remedies, including specific\nperformance, is subject to the discretion of the court before which any\nproceeding therefor may be brought.\n\n          4.4  NON-CONTRAVENTION.   The execution and delivery of this Agreement\ndoes not, and the consummation of the transactions contemplated hereby and\ncompliance with the provisions hereof will not, conflict with, or result in any\nviolation of, or default (with or without notice or lapse of time, or both)\nunder, or give rise to a right of termination, cancellation or acceleration of\nany obligation under, or result in the creation of any lien, security interest,\ncharge or encumbrance upon any of the properties or assets of Parent, Sub or any\nof Parent's other subsidiaries which are both owned directly or indirectly by\nParent and which directly or indirectly owns Sub ('Owning Subs') under, any\nprovision of (i) the Charter or Bylaws of Parent (or any comparable\norganizational documents) or any provision of the comparable charter or\norganizational documents of Sub or any Owning Sub, (ii) any loan or credit\nagreement, note, bond, mortgage, indenture, lease or other agreement,\ninstrument, permit, concession, franchise or license applicable to Parent, Sub\nor any Owning Sub or (iii) any judgment, order, decree, statute, law, ordinance,\nrule or regulation applicable to Parent, Sub or any Owning Sub or any of their\nrespective properties or assets, other than, in the case of clauses (ii) or\n(iii), any such conflicts, violations, defaults, rights, liens, security\ninterests, charges or encumbrances that, individually or in the aggregate would\nnot have a Parent Material Adverse Effect (as defined in the Merger Agreement),\nmaterially impair the ability of Parent or Sub to perform its obligations\nhereunder or prevent, limit or restrict the consummation of any of the\ntransactions contemplated hereby.\n\n     5.   COVENANTS OF STOCKHOLDERS.\n\n          5.1  NO DISPOSITION OR ENCUMBRANCE OF SHARES; NO ACQUISITION OF\nSHARES.  (a) Each Stockholder severally (and not jointly) covenants and agrees\nthat, except as contemplated by this Agreement, no Stockholder shall, and no\nStockholder shall offer or agree to, sell, transfer, tender, assign, hypothecate\nor otherwise dispose of, or create any security interest, lien, claim, pledge,\noption, right of first refusal, agreement, limitation on such Stockholder's\nvoting rights, charge or other encumbrance of any nature whatsoever with respect\nto the Shares now legally and\/or beneficially owned by, or that may hereafter be\nacquired by, such Stockholder.  Each Stockholder severally (and not jointly)\nagrees that such Stockholder shall not grant any proxy or power of attorney with\nrespect to the voting of Shares (each a 'Voting Proxy') to any person except to\nvote in favor of any of the transactions contemplated by this Agreement or the\nMerger Agreement.  Each Stockholder hereby represents and warrants that such\nStockholder has granted no Voting Proxy which is currently (or which will\nhereafter become) effective with respect to \n\n                                          5\n\n\nShares owned by such Stockholder except Voting Proxies, if any, granted to\nanother Stockholder, and if such Stockholder has granted a Voting Proxy to any\nperson other than a Stockholder, such Voting Proxy is hereby revoked; PROVIDED,\nHOWEVER, that nothing contained in the foregoing sentence shall be deemed to\nrevoke, limit or otherwise affect the terms of the Passano Voting Trust, the\nUrban Voting Trust or the Spahr Voting Trusts (as described in the Company's\nProxy Statement, dated March 25, 1997) as such terms pertain to the voting of\nShares subject to such voting trusts.  No Voting Proxy shall be given or written\nconsent executed by such Stockholder after the date hereof with respect to such\nStockholder's Shares (and if given or executed, shall not be effective) so long\nas this Agreement remains in effect; PROVIDED, HOWEVER, that such Stockholder\nmay hereafter grant Voting Proxies in furtherance of such Stockholder's\nobligations under Section 7.1 hereof.\n\n               (b)  Each Stockholder hereby severally (and not jointly)\ncovenants and agrees that it shall not, and shall not offer to agree to, acquire\nany additional shares of Common Stock, or options, warrants or other rights to\nacquire shares of Common Stock, without the prior written consent of Parent or\nSub.\n\n          5.2  NO SOLICITATION OF TRANSACTIONS.   Each Stockholder shall\nimmediately cease any existing discussions or negotiations, if any, with any\nparties conducted heretofore with respect to any acquisition or exchange of all\nor any material portion of the assets of, or any equity interest in, the Company\nor any of its subsidiaries or any business combination with the Company or any\nof its subsidiaries.  From and after the date hereof, no Stockholder shall,\ndirectly or indirectly, solicit or initiate any takeover proposal or offer from\nany person, or (except to the extent permitted by the last sentence of Section\n5.2 of the Merger Agreement) engage in discussions or negotiations relating\nthereto (including by way of furnishing information).  Each Stockholder shall\npromptly advise Parent of the receipt of any Alternative Proposal (as defined in\nthe Merger Agreement).\n\n          5.3  STOCKHOLDERS' REPRESENTATIVE.  Each Stockholder hereby appoints\nWilliam M. Passano, Jr. as Stockholders' Representative to act as Stockholders'\nRepresentative for purposes of giving and receiving notices under this\nAgreement.\n\n     6.   COVENANTS OF PARENT AND SUB.\n\n          6.1  NO SALE.  Neither Parent nor Sub will sell, offer to sell or\notherwise dispose of the Shares in violation of the Securities Act of 1933, as\namended.\n\n          6.2  PERFORMANCE.  Parent and Sub shall perform in all material\nrespects all of their respective obligations under the Merger Agreement.  \n\n     7.   VOTING AGREEMENT: PROXY OF STOCKHOLDER.\n\n          7.1  VOTING AGREEMENT.   (a)  Each Stockholder hereby severally (and\nnot jointly) agrees that, during the time this Agreement is in effect, at any\nmeeting of the stockholders of the Company, however called, and in any action by\nwritten consent of the \n\n                                          6\n\n\nstockholders of the Company, such Stockholder shall (i) vote all of the Shares\nlegally and\/or beneficially owned by such Stockholder in favor of the Merger,\nthe Merger Agreement (as amended from time to time) and any of the transactions\ncontemplated by the Merger Agreement; (ii) vote such Shares against any action\nor agreement that would result in a breach in any material respect of any\ncovenant, representation or warranty or any other obligation of the Company\nunder the Merger Agreement; and (iii) vote the Shares against any action or\nagreement that would materially impede, interfere with or attempt to discourage\nthe Offer or the Merger.\n\n               (b)  Each Stockholder hereby severally (and not jointly) further\nagrees that, if the Merger Agreement shall terminate solely by reason of the\nCompany's exercise of its termination rights pursuant to Section 7.1(c)(i)(a) or\n(b) of the Merger Agreement and for as long as the Exercise Period has not\nended, such Stockholder (i) shall attend or otherwise participate in all duly\ncalled stockholder meetings and in all actions by written consent of\nstockholders, (ii) shall vote the Shares legally and\/or beneficially owned by\nsuch Stockholder to enlarge the Board of Directors of the Company and to provide\nthe Optionee with a majority of members of the Board, (iii) shall not, without\nthe prior written consent of Parent or Sub, vote any of such Shares in favor of\nany actions requiring stockholder approval which are described in Section 5 of\nthe Merger Agreement and (iv) shall otherwise vote such Shares, and use its\nreasonable efforts in its capacity as stockholder of the Company, to prevent the\nactions prohibited by Section 5 of the Merger Agreement.\n\n          7.2  IRREVOCABLE PROXY.  With respect to those persons set forth in\nSchedule II hereto, in the event that any Stockholder shall breach its covenant\nset forth in Section 7.1, such Stockholder (without any further action on such\nStockholder's part) shall be deemed to have hereby irrevocably appointed Parent\nas the attorney-in-fact and proxy of such Stockholder pursuant to the provisions\nof Section 2-507 of the MGCL, with full power of substitution, to vote, and\notherwise act (by written consent or otherwise) with respect to all shares of\nCommon Stock (including the Shares) that such Stockholder is entitled to vote at\nany meeting of stockholders of the Company (whether annual or special and\nwhether or not an adjourned or postponed meeting) or consent in lieu of any such\nmeeting or otherwise to vote such shares as set forth in Section 7.1 above;\nPROVIDED that in any such vote or other action pursuant to such proxy, Parent\nshall not have the right (and such proxy shall not confer the right) to vote to\nreduce the Offer Price or the Merger Consideration (as defined in the Merger\nAgreement) or to otherwise modify or amend the Merger Agreement to reduce the\nrights or benefits of the Company or any stockholders of the Company (including\nthe Stockholders) under the Offer or the Merger Agreement or to reduce the\nobligations of Parent and\/or Sub thereunder; and PROVIDED FURTHER, that this\nproxy shall irrevocably cease to be in effect at any time that (x) the Offer\nshall have expired or terminated without any share of Common Stock being\npurchased thereunder, in violation of the terms of the Offer or the Merger\nAgreement or (y) Parent or Sub shall be in violation of the terms of this\nAgreement.  THIS PROXY AND POWER OF ATTORNEY IS IRREVOCABLE AND COUPLED WITH AN\nINTEREST.  Each Stockholder shall execute and deliver to Parent any proxy cards\nthat such Stockholder receives to vote in favor of the consummation of the\nMerger.  Parent shall deliver to the Secretary of the Company any such proxy\ncards received by it at any meeting called to approve the consummation of the\nMerger.\n\n                                          7\n\n\n     8.   TRANSFER OF OPTIONS.  Each of the Stockholders identified on Schedule\nI hereto as holding options to purchase shares of Common Stock of the Company\n(each a 'Company Option') severally (and not jointly) agrees that so long as\nthis Agreement shall remain in effect, such Stockholder (for purposes of this\nSection 8, an 'Optionholder') will not transfer or exercise any Company Options\nheld by such Optionholder provided, however, that at the Effective Time, (as\ndefined in the Merger Agreement) each Optionholder agrees to accept an amount in\nrespect of such Company Options equal to the product of (A) the excess, if any,\nof the Offer Price over the per share exercise price of each such Company Option\nand (B) the number of Shares subject thereto (such payment to be net of\napplicable withholding taxes) and each such Company Option shall thereafter be\ncanceled.\n\n     9.   EFFECTIVENESS: TERMINATION: NO SURVIVAL.  This Agreement shall become\neffective as to each Stockholder upon its execution by such Stockholder, Parent\nand Sub hereto and upon the execution of the Merger Agreement.  This Agreement\nmay be terminated as to each Stockholder at any time by mutual written consent\nof such Stockholder, Parent and Sub.  Other than the Stock Option, which shall\nbe governed by Section 2.2(a), this Agreement shall terminate, without any\naction by the parties hereto, on the date on which the Merger Agreement\nterminates in accordance with its terms.  No such termination shall relieve any\nparty from liability for any breach of this Agreement.  The representations and\nwarranties of the parties set forth in Sections 3 and 4 hereof shall not survive\nthe termination of this Agreement (except that if the Stock Option is duly\nexercised, Sections 3.1, 3.2, 3.4 and 3.5 shall survive the exercise of the\nStock Option and the purchase of the Shares pursuant thereto, regardless of any\ninvestigation made by Parent or Sub).\n\n     10.  MISCELLANEOUS.\n\n          10.1 NOTICES.  All notices and other communications hereunder shall be\nin writing and shall be deemed to have been duly given if delivered personally\nor sent by registered or certified mail, postage prepaid, with return receipt\nrequested, as follows:\n\n                         If to Parent or Sub, to:\n\n                              Wolters Kluwer United States Inc. \n                              161 North Clark Street \n                              Chicago, Illinois 60601\n                              Attention:     Bruce C. Lenz\n                                             Executive Vice President\n\n                         with a copy to:\n\n                              Pryor, Cashman, Sherman &amp; Flynn\n                              410 Park Avenue\n                              New York, New York 10022\n                              Attention:     Arnold J. Schaab, Esq.\n\n                                          8\n\n\n                         If to the Stockholders, to the Stockholders'\n                         Representative at:\n\n                              Waverly, Inc.\n                              351 West Camden Street\n                              Baltimore, Maryland 21117\n                              Attention:  William M. Passano, Jr.\n\n\n                         with a copy to:\n\n                              Venable, Baetjer, Howard &amp; Civiletti, LLP\n                              1201 New York, Avenue, N.W.\n                              Suite 1000\n                              Washington, D.C. 20005\n                              Attention:  Ariel Vannier, Esq.\n\n                         and a copy to:\n\n                              Skadden, Arps, Slate, Meagher &amp; Flom\n                              1440 New York Avenue, N.W.\n                              Washington, D.C. 20005\n                              Attention:  Michael P. Rogan, Esq.\n\n          10.2 WAIVER AND AMENDMENT.  Any provision of this Agreement may be\nwaived at any time by the party which is entitled to the benefits thereof and\nthis Agreement may be amended or supplemented at any time.  No such waiver,\namendment or supplement shall be effective unless in writing and signed by the\nparty sought to be bound thereby.\n\n          10.3 NO PRIOR AGREEMENTS.  This Agreement and the Merger Agreement\ncontain the entire agreement, and supersede all other prior agreements and\nunderstandings, both written and oral, among the parties hereto with respect to\nthe subject matter hereof.  This Agreement is not intended to confer upon any\nother person any rights or remedies hereunder.\n\n          10.4 SUCCESSORS AND ASSIGNS.  This Agreement shall not be assignable,\nexcept that Parent or Sub may assign its rights under this Agreement to another\ndirect or indirect wholly-owned subsidiary of Parent, but such assignment shall\nnot relieve Parent or Sub of their respective obligations hereunder.  This\nAgreement shall be binding upon, inure to the benefit of and be enforceable by\nand against the parties hereto and their successors (including heirs,\nadministrators and executors of individuals) and permitted assigns.\n\n          10.5 REMEDIES.  Parent and Sub, on the one hand, and the Stockholders,\non the other hand, each acknowledge and agree that the other would be\nirreparably damaged in the event any of the provisions of this Agreement were\nnot performed by the other in accordance with their specific terms or were\notherwise breached.  It is accordingly agreed that each party shall be \n\n                                          9\n\n\nentitled to an injunction or injunctions to redress the breaches of this\nAgreement and to specifically enforce the terms and provisions hereof in any\naction instituted in any court of the United States or any state thereof having\njurisdiction, in addition to any other remedy to which such party may be\nentitled at law or in equity.\n\n          10.6 EXPENSES.  Each of the parties shall pay its own expenses in\nconnection with the negotiation, execution and performance of the Agreement.\n\n          10.7 COUNTERPARTS.  This Agreement and any amendments hereto may be\nexecuted in two or more counterparts, each of which shall be considered to be an\noriginal, both of which together shall constitute the same instrument.\n\n          10.8 GOVERNING LAW.  This Agreement shall be governed by and construed\nin accordance with the laws of the state of Maryland, without regard to the\nprinciples of conflicts of laws.\n\n          10.9 SEVERABILITY.  If any term, provision, covenant or restriction of\nthis Agreement is held by a court of competent jurisdiction to be invalid, void\nor unenforceable, the remainder of the terms, provisions, covenants and\nrestrictions of this Agreement shall remain in full force and effect and shall\nin no way be affected, impaired or invalidated.\n\n     11.  EFFECT OF HEADINGS.  The section headings herein are for convenience\nonly and shall not affect the meaning or interpretation of this Agreement.\n\n                                          10\n\n\n     IN WITNESS WHEREOF, the parties have executed this Agreement to take effect\nas of the date set forth above.\n\n                                        WOLTERS KLUWER U.S. CORPORATION \n\n\n                                        By: \/s\/ Peter W. van Wel\n                                           --------------------------------\n                                               Name:  Peter W. van Wel\n                                               Title: President\n\n\n                                        MP ACQUISITION CORP.\n\n\n                                        By: \/s\/ Bruce C. Lenz\n                                           --------------------------------\n                                               Name:  Bruce C. Lenz\n                                               Title:  Vice President\n\n                                          11\n\n\n\n                                     STOCKHOLDERS\n\n\n\/s\/ William M. Passano, Jr.                  \/s\/ Matthew K. Hill\n---------------------------                  -------------------------------\nWilliam M. Passano, Jr.                      Matthew K. Hill\n\n\n\/s\/ Helen A. Passano                        By: \/s\/ Kemp Passano Hill\n---------------------------                     ----------------------------\nHelen A. Passano                                Legal Representative of \n                                                Matthew K. Hill\n\n\/s\/ Thomas J. Hill                           \/s\/ Edward Passano Hill\n---------------------------                  -------------------------------\nThomas J. Hill                               Edward Passano Hill\n\n\n\/s\/ Kemp Passano Hill                       By: \/s\/ Kemp Passano Hill\n---------------------------                     ----------------------------\nKemp Passano Hill                               Legal Representative of\n                                                Edward Passano Hill\n\n\n\/s\/ William Harrison Hill                    \/s\/ Leslie H. Passano\n---------------------------                  -------------------------------\nWilliam Harrison Hill                        Leslie H. Passano\n\n\nBy: \/s\/ Kemp Passano Hill          \n    ---------------------------       \n    Legal Representative of         \n    William Harrison Hill             \n\n\n\/s\/ Virginia J. Hill                         \/s\/ Terry D. Passano\n---------------------------                  -------------------------------\nVirginia J. Hill                             Terry D. Passano\n\n\nBy:    \/s\/  Kemp Passano Hill\n       ----------------------------          Trust for Ida K. Passano\n       Legal Representative of\n       Virginia J. Hill\n\n                                             By: \/s\/ William M. Passano, Jr.\n                                                 ----------------------------\n                                                 Name:  William M. Passano, Jr.\n                                                 Title:  Trustee\n\n\n                                             By: \/s\/ Susan P. Macfarlane\n                                                 ----------------------------\n                                                 Name:  Susan P. Macfarlane\n                                                 Title:  Trustee\n\n\n                                          12\n\n\nPassano Family Life Estate \n\n\nBy: \/s\/ Edward M. Passano, Sr.               \/s\/ C. Alexandra Passano\n    -------------------------------          ------------------------------\n       Name:  Edward M. Passano, Sr.         C. Alexandra Passano\n       Title:  Trustee\n\n\nBy: \/s\/ William M. Passano, Jr.              \/s\/ William M. Passano, Jr. \n    -------------------------------          ------------------------------\n       Name:  William M. Passano, Jr.        Legal Representative of \n       Title:  Trustee                       C. Alexandra Passano\n\n\nBy: \/s\/ Susan P. Macfarlane                  \/s\/  Nicholas Bartlett\n    -------------------------------          ------------------------------\n       Name:  Susan P. Macfarlane             Nicholas Bartlett\n       Title:  Trustee\n\n\n\/s\/ Cannon Passano                           By: \/s\/ Joanne Bartlett\n-----------------------------------             ---------------------------\nCannon Passano                                  Legal Representative of\n                                                Nicholas Bartlett\n\n\nBy: \/s\/ William M. Passano, Jr.              \/s\/ E. Magruder Passano, Jr.\n    -------------------------------          ---------------------------\n    Legal Representative of                  E. Magruder Passano, Jr.\n    Cannon Passano\n\n\n\/s\/ Caroline Passano                         \/s\/ Helen M. Passano\n-----------------------------------          ---------------------------\nCaroline Passano                             Helen M. Passano\n\n\nBy: \/s\/ William M. Passano, Jr.              \/s\/ Joanne B. Bartlett\n   --------------------------------          ---------------------------\n   Legal Representative of                   Joanne B. Bartlett\n   Caroline Passano\n\n\n\/s\/ Tamara A. Passano                        \/s\/ Christopher Bartlett\n----------------------------------           ---------------------------\nTamara A. Passano                            Christopher Bartlett\n\n\n\nBy: \/s\/ Helen M. Passano                     \/s\/ Elizabeth Bartlett\n    ------------------------------           ---------------------------\n       Legal Representative of               Elizabeth Bartlett\n       Tamara A. Passano\n\n                                          13\n\n\n\n\n\/s\/ Edward M. Passano, Sr.                  By:\n-------------------------------                 ----------------------------\nEdward M. Passano                               Legal Representative of \n                                                Elizabeth Passano\n\n\n\/s\/ Mary F. Passano                          \/s\/ Catherine M. Passano\n-------------------------------              -------------------------------\nMary F. Passano                              Catherine M. Passano\n\n\n\/s\/ Mary T. Fleming                          By: \/s\/ E. Magruder Passano, Jr. \n-------------------------------                 ----------------------------\nMary T. Fleming                                 Legal Representative of\n                                                Catherine M. Passano\n\n\n\/s\/ Samuel G. Macfarlane                     \/s\/ Graham Long\n-------------------------------              -------------------------------\nSamuel G. Macfarlane                         Graham Long\n\n\n\/s\/ Sarah R. Passano                        By: \/s\/ Margaret M. Long\n--------------------------------                ---------------------------\nSarah R. Passano                             Legal Representative of\n                                             Graham Long\n\n\nBy:  \/s\/ Helen M. Passano                     \/s\/ Margaret M. Long\n   -----------------------------             -------------------------------\n   Legal Representative of                   Margeret P. Long\n   Sarah R. Passano\n\n\n                                             \/s\/ Anne Hutton\n                                             -------------------------------\n                                             Anne Hutton\n\n\n\/s\/ Katherine Long\n-------------------------------\n   Katherine Long   \n\n\n\nBy: \/s\/ Margaret M. Long\n   ----------------------------\n   Legal Representative of \n   Katherine Long   \n\n\n\n\/s\/ Eleanor Macfarlane                      By: \/s\/ Edward B. Hutton, Jr.\n--------------------------------                ----------------------------\nEleanor Macfarlane                              Legal Representative of\n                                                Anne Hutton\n\n                                          14\n\n\n\nBy: \/s\/ David Macfarlane                     \/s\/ Michael Urban\n   -----------------------------             ------------------------------\n       Legal Representative of               Michael Urban\n       Eleanor Macfarlane                    Urban Voting Trust\n\n\n\n\n\n\/s\/ James P. Macfarlane                      By: \/s\/ William M. Passano, Jr.\n--------------------------------                ---------------------------\nJames P. Macfarlane                             Name: William M. Passano, Jr.\n                                                Title: Trustee\n\n\n\/s\/ Jamie M. Macfarlane                      By: \/s\/ Michael Urban\n--------------------------------                ---------------------------\nJamie M. Macfarlane                             Name: Michael Urban\n                                                Title: Trustee\n\n\n\nBy: \/s\/ James P Macfarlane                  \/s\/ John Spahr, Jr.\n   -----------------------------             ---------------------------\n   Legal Representative of                   John Spahr, Jr.\n   Jamie M. Macfarlane\n\n\n\/s\/ Grace S. Macfarlane                      \/s\/ Robert Spahr\n--------------------------------             ---------------------------\nGrace S. Macfarlane                          Robert Spahr\n\n\n\n\nBy: \/s\/ David G. Macfarlane                  \/s\/ Edward B. Hutton\n    ----------------------------             ---------------------------\n    Legal Representative of                  Edward B. Hutton\n    Grace S. Macfarlane\n\n\n\/s\/ David G. Macfarlane\n-------------------------------\nDavid G. Macfarlane\n\n                                          15\n\n\n\n     The Company hereby consents to the provisions of Section 7 of this\nAgreement as applicable to the Shares held by the Spahr Voting Trusts which are\nsubject to that certain Escrow Agreement dated January 10, 1991 among the\nCompany, the Spahrs and First National Bank of Maryland, as Escrow Agent.\n\nWAVERLY, INC.\n\n\nBy: \/s\/ Edward B. Hutton, Jr.\n    ----------------------------\n    Edward B. Hutton, Jr.\n    Chief Executive Officer and President\n\n     The subscribers to each of the Passano Voting Trust, the Urban Voting Trust\nand the Spahr Voting Trusts hereby consent to any and all actions taken or\ncontemplated to be taken by the Trustees who are Stockholders pursuant to this\nAgreement.\n\nSUBSCRIBERS:\n\n\n\/s\/ William M. Passano, Jr.\n---------------------------------\n\/s\/ Susan P. Macfarlane\n---------------------------------\n\/s\/ Edward M. Passano, Jr.\n---------------------------------\n\/s\/ John Spahr, Jr.\n---------------------------------\n\/s\/ Robert Spahr, Jr.\n---------------------------------\n\/s\/ Michael Urban\n---------------------------------\n\/s\/ Catsfield, Inc\n---------------------------------\nBy:  Michael Urban\n     ---------------------------- \n     Beneficial Owner\n\n\n\n                                          16\n\n\nSCHEDULE I\n\n\n\n<font size=\"2\">\n\n\nWAVERLY, INC.                                     As of 1\/30\/98                           09-Feb-98\nDirectors and Officers Stock Ownership\n\n\n\n                              Actual\n                            Holdings @         401K          Total Options         GRAND\n                              01\/30\/98       Holdings         Outstanding          TOTAL\n                              --------       ----------      ------------       -----------\n\nWilliam M. Passano Jr.   O\/D\n-----------------------\n                                                                          \n\n                              133,255           4,689             85,000           222,944\nHelen A. (Wife)                45,384                                               45,384\nKemp H. (Adult)                27,001                                               27,001\nThomas (Adult)                      0                                                    0\nKemp &amp; Thomas (Adult)             400                                                  400\nWilliam (Minor)                 1,903                                                1,903\nVirginia (Minor)                2,703                                                2,703\nMatthew (Minor)                   100                                                  100\nEdward(Minor)                     600                                                  600\nLeslie H. (Adult)              11,644                                               11,644\nWill (Adult)                   11,460                                               11,460\nTerry D. (Adult)                1,708                                                1,708\nCaroline (Minor)                1,753                                                1,753\nC. Alexandra (Minor)            1,753                                                1,753\nCannon (Minor)                  1,648                                                1,648\nJoanne B. (Adult)              20,215                                               20,215\nChristopher (Adult)             1,703                                                1,703\nNicholas (Minor)                1,703                                                1,703\nElizabeth (Minor)               2,103                                                2,103\n                              -------        -------           --------         ----------\n     Subtotal                 267,036         4,689             85,000             356,725\n\nTrust (Ida K.)                 15,662                                               15,662\n                              -------        -------           --------         ----------\n \nGRAND TOTAL                   282,698          4,689            85,000             372,387\n\n<\/font>\n\n                                           17\n\n\n\n<font size=\"2\">\n\n\nWAVERLY, INC.                                     As of 2\/8\/98                           10-Feb-98\nDirectors and Officers Stock Ownership\n\n\n                              Actual\n                            Holdings @         401K          Total Options         GRAND\n                              01\/30\/98       Holdings         Outstanding          TOTAL\n                              --------       ----------      ------------       ----------- \n\n\nE. Magruder Passano, Jr.  O\/D\n-----------------------\n                                                                           \nSelf                           7,616             497            29,000             37,113\nHelen M. (Wife)               79,769                                               79,769\nCatherine M. (Minor)          62,435                                               62,435\nSarah R. (Minor)              30,333                                               30,333\nTamara A. (Minor)             44,115                                               44,115\n                            --------         -------           --------          --------\nGRAND TOTAL                  224,268             497            29,000            253,765\n\nEdward M. Passano\n-----------------        D\nSelf                           2,600                                                2,600\nMary F. (Wife)                 6,130                                                6,130\nMary T. Fleming                2,610                                                2,610\n                            --------         -------           --------          --------\nGRAND TOTAL                   11,340              0                  0             11,340\n\nLIFE ESTATE                3,227,822                                            3,227,822\n                           ---------                                            ---------\n<\/font>\n\n                                           18\n\n\n\n<font size=\"2\">\n\n\nWAVERLY, INC.                                     As of 2\/8\/98                           10-Feb-98\nDirectors and Officers Stock Ownership\n\n\n\n                              Actual                            Total\n                            Holdings @         401K            Options             GRAND\n                              01\/30\/98       Holdings         Outstanding          TOTAL\n                              --------       ----------      ------------       ----------- \n\n\nSamuel G. Macfarlane     D\n-----------------------\n                                                                    \nSelf                           1,320                                                1,320\nSusan P. (Wife)                    0                                                    0\nMargaret P. Long (Adult)      20,664                                               20,664\nKatherine Long (Minor)           900                                                  900\nGraham Long (Minor)              900                                                  900\nDavid G. (Adult)              21,552                                               21,552\nGrace S. (Minor)                 100                                                  100\nEleanor (Minor)                  100                                                  100\nJames P. (Adult)              29,566                                               29,566\nJamie M. (Minor)                 100                                                  100\n                           ---------         --------       -----------         -----------\n  Subtotal                    75,202                0                 0            75,202\nTrust                          7,800                                                7,800\n                           ---------         --------       -----------         -----------\n\n\nGRAND TOTAL                   83,002                0                 0            83,002\n\nTOTAL FAMILY               3,829,130            5,186           114,000         3,948,316\n<\/font>\n\n                                           19\n\n\n\n\n<font size=\"2\">\n\n\nWAVERLY, INC.                                     As of 2\/8\/98                           10-Feb-98\nDirectors and Officers Stock Ownership\n\n\n\n                              Actual                           Total\n                            Holdings @         401K           Options             GRAND\n                              1\/30\/98        Holdings        Outstanding          TOTAL\n                              --------       ----------      ------------       -----------\n\n\n\n                                                                        \nSpahr, John Mr.        Dir   155,000                0                  0           155,000\nHutton, Edward B, Jr.  O\/D       850            1,817            282,000           284,667\n  Anne (Minor)                   200                0                  0               200\nUrban, Michael         O\/D   800,000                0              2,500           802,500\nSpahr, Robert          O\/D   155,000                0                  0           155,000\n\n                           ---------        ---------         -----------      ----------- \n     Total                 1,111,050            1,817            284,500         1,397,367\n\nGRAND TOTAL                4,940,180            7,003            398,500         5,345,683\n\n<\/font>\n\n                                           20\n\n\n\n\n                                       SCHEDULE II\n\n\n\nPassano Family Life Estate    \n\nRobert Spahr                  \n\nJohn Spahr, Jr.                    \n\nDr. Michael Urban   \n\nWilliam M. Passano, Jr.  \n\nHelen A. Passano    \n\n\nHelen M. Passano, individually and as \nlegal guardian of:\n     -    Catherine M. (minor)\n     -    Sarah R. (minor)\n     -    Tamara A. (minor)   \n\n\nKemp Passano Hill, individually and as \negal guardian of:\n     -    William (minor)\n     -    Virginia (minor)\n     -    Matthew (minor)\n     -    Edward (minor) \n\n\nJames P. MacFarlane, individually and \nas legal guardian of:\n     -    Jamie M. (minor)    \n\n\n\nEdward B. Hutton, Jr., individually and \nas legal guardian of:\n     -    Anne (minor)   \n\n\n                                           21\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[9299],"corporate_contracts_industries":[9464],"corporate_contracts_types":[9622,9626],"class_list":["post-43642","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-waverly-inc","corporate_contracts_industries-media__books","corporate_contracts_types-planning","corporate_contracts_types-planning__merger"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43642","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43642"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43642"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43642"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43642"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}