{"id":43643,"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.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"stock-option-and-tender-agreement-wolters-kluwer-u-s","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/stock-option-and-tender-agreement-wolters-kluwer-u-s.html","title":{"rendered":"Stock Option and Tender Agreement – Wolters Kluwer U.S. Corporation and Loislaw.com Inc. Stockholders"},"content":{"rendered":"\n STOCK OPTION AND TENDER AGREEMENT\n\n\n Stock Option and Tender Agreement (this \"Agreement\"), dated as of December\n19, 2000, by and among Wolters Kluwer U.S. Corporation, a Delaware corporation\n(\"PARENT\"), LL Acquisition Corp., a Delaware 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\n WHEREAS, Parent, Sub, and Loislaw.com, Inc., a Delaware corporation (the\n\"Company\"), are entering into an Agreement and Plan of Merger (as the same may\nbe amended or supplemented, the \"Merger Agreement\") pursuant to which Sub has\nagreed to make a tender offer (as the same may be amended or supplemented, the\n\"Offer\") for all of the outstanding shares of Common Stock, par value $.001 per\nshare (the \"Common Stock\"), of the Company at the Offer Price (as defined in the\nMerger Agreement) net to the seller in cash, to be followed by a merger (the\n\"Merger\") of Sub with and 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) to appoint Parent as such Stockholder's proxy under certain\ncircumstances to vote the Shares in connection with the Merger Agreement, (iv)\nwith respect to certain questions put to stockholders of the Company for a vote,\nto vote the Shares, in each case, in accordance with the terms and conditions of\nthis Agreement, and (v) to restrict transfers or exercises of Company Options\n(as defined in Section 8 below), if any, held by such Stockholder except as\nprovided 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) agrees\nto tender and sell to Parent and\/or Sub pursuant to the Offer all of the Shares\nthat are owned of record or owned beneficially with the right to sell (\"Owned\")\n(as set forth on SCHEDULE I hereto) and each Stockholder further agrees that,\nonce tendered, such Shares will not be withdrawn from the Offer unless the Offer\nis terminated by Parent or Sub without any shares of Common Stock being\npurchased thereunder or unless the Offer is amended to reduce the purchase price\ntherefor or in any other respect that is materially adverse to the Stockholder.\nEach Stockholder severally (and \n\n\n\n\nnot jointly) agrees that such Stockholder shall deliver to the depositary for\nthe Offer, promptly following the commencement of the Offer and in any event\nwithin 10 business days after commencement, either a letter of transmittal\ntogether with the certificates for the Shares, if available, or a \"Notice of\nGuaranteed Delivery\", if the Shares are not available.\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 Sections 2.1 through 2.5, to purchase all of the Shares Owned by\nsuch Stockholder (as set forth on SCHEDULE I hereto), at such time as Optionee\nmay exercise the Stock Option during the Exercise Period (as defined below), at\na 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, during the period (the\n\"Exercise Period\") beginning on the earlier of (i) the date the Offer is\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)\nwithout any violation of the Offer or the Merger Agreement by Parent or Sub\nwhich would permit the Company to terminate the Merger Agreement and (ii) the\ntermination of the Merger Agreement by reason of the Company's exercise of its\ntermination rights pursuant to Section 7.1(c)(i)(a) or (b) of the Merger\nAgreement and, in either case, ending twenty (20) business days after the\ninitial public announcement of a Superior Proposal (as defined in the Merger\nAgreement).\n\n (b) If Optionee wishes to exercise the Stock Option, Optionee\nshall send a written notice (an \"EXERCISE NOTICE\") during the Exercise Period to\neach Stockholder specifying that Optionee shall purchase the total number of\nShares held by such Stockholder and a date, which shall be a business day, and a\nplace, which shall be in the city of Chicago, Illinois, for the closing of such\npurchase (the \"STOCK OPTION CLOSING\"). If the Stock Option is not exercised\nduring the Exercise Period, the Stock Option shall immediately terminate.\n\n (c) Upon receipt of the Exercise Notice, each Stockholder\nshall be obligated to deliver to Optionee a certificate or certificates\nrepresenting, and Optionee shall be obligated to (and Parent shall cause\nOptionee to) purchase, the number of Shares held by such Stockholder (or to\ndirect the depositary for the Offer to so deliver such certificate or\ncertificates), in accordance with the terms of this Agreement, on the later of\nthe date specified in such Exercise Notice or the first business day on which\nthe conditions specified in Section 2.3 shall be satisfied. The date specified\nin such Exercise Notice may be as early as one business day after the date of\nsuch Exercise Notice but shall not be later than five (5) business days after\nthe later of (i) the date of such Exercise Notice, or (ii) the date all\nconditions under Section 2.3 are satisfied.\n\n 2.3 CONDITIONS TO DELIVERY OF THE SHARES. The obligation of each\nStockholder to deliver, and of the Optionee to pay for, the Shares upon exercise\nof the Stock Option is subject to the following conditions:\n\n 2\n\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\nany court 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. With respect to\nthe payment to be made from the Optionee to each Stockholder pursuant to this\nSection 2.4, such payment shall be made by wire transfer of immediately\navailable funds or by certified bank check payable to such Stockholder, in an\namount for such Stockholder equal to the product of (a) the Offer Price and (b)\nthe number of Shares delivered by such Stockholder in respect of the Stock\nOption 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\nwarrants to Parent and Sub that:\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 Owned by such Stockholder (as set\nforth on SCHEDULE I hereto).\n\n 3\n\n\n 3.2 NO OTHER RIGHTS. Except for this Agreement and as shown on \nSchedule I hereto, there are no outstanding options, warrants or rights to\npurchase or acquire the Shares of such Stockholder.\n\n 3.3 ONLY SHARES. The Shares of such Stockholder subject to this\nAgreement are the only shares of Common Stock Owned by such Stockholder.\n\n 3.4 TITLE. Such Stockholder has, and upon the closing of the \nOffer, Sub shall receive, good and marketable title to such Shares of such\nStockholder, free and clear of all liens, claims, encumbrances and security\ninterests of any nature whatsoever (other than those imposed by applicable\nfederal and state securities laws).\n\n 3.5 VALIDITY. This Agreement has been duly executed and delivered by\nsuch Stockholder and constitutes the legal, valid and binding agreement of such\nStockholder enforceable against such Stockholder in accordance with its terms,\nexcept as enforcement may be limited by bankruptcy, insolvency, moratorium or\nother similar laws relating to creditors' rights generally and except that the\navailability of equitable remedies, including specific performance, is subject\nto the discretion of the court before which any proceeding therefor may be\nbrought.\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 certificate of incorporation or\nother organizational documents of such Stockholder, if any, (ii) any loan or\ncredit agreement, note, bond, mortgage, indenture, lease or other agreement,\ninstrument, permit, concession, franchise or license applicable to such\nStockholder or the Shares of such Stockholder or (iii) any judgment, order,\ndecree, statute, law, ordinance, rule or regulation applicable to such\nStockholder or any of his, her or its properties or assets or the Shares of such\nStockholder, other than, in the case of clauses (ii) and (iii), any such\nconflicts, violations, defaults, rights, liens, security interests, charges or\nencumbrances that, individually or in the aggregate, would not materially impair\nthe ability of such Stockholder to perform his, her or its obligations hereunder\nor prevent, limit or restrict the consummation of any of the transactions\ncontemplated 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\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\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 (x) are owned directly or indirectly by\nParent and (y) directly or indirectly own Sub (\"Owning Subs\") under, any\nprovision of (i) the Certificate of Incorporation or Bylaws of Parent (or any\ncomparable organizational documents) or any provision of the comparable\ncertificate of incorporation or other organizational documents of Sub or any\nOwning Sub, (ii) any loan or credit agreement, note, bond, mortgage, indenture,\nlease or other agreement, instrument, permit, concession, franchise or license\napplicable to Parent, Sub or any Owning Sub or (iii) any judgment, order,\ndecree, statute, law, ordinance, rule or regulation applicable to Parent, Sub or\nany Owning Sub or any of their respective properties or assets, other than, in\nthe case of clauses (ii) or (iii), any such conflicts, violations, defaults,\nrights, liens, security interests, charges or encumbrances that, individually or\nin the aggregate would not have a Parent Material Adverse Effect (as defined in\nthe Merger Agreement), materially impair the ability of Parent or Sub to perform\nits obligations hereunder or prevent, limit or restrict the consummation of any\nof the transactions 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, such Stockholder shall not (x)\noffer or agree to sell, transfer, tender, assign, hypothecate or otherwise\ndispose of, or (y) create any security interest, lien, claim, pledge, option,\nright of first refusal, limitation on such Stockholder's voting rights, charge\nor other encumbrance of any nature whatsoever with respect to, the Shares Owned\nby, or that may hereafter be acquired by, such Stockholder. Each Stockholder\nseverally (and not jointly) agrees that such Stockholder shall not grant any\nproxy or power of attorney with respect to the voting of Shares (each a \"Voting\nProxy\") to any person except to vote in favor of the transactions contemplated\nby this Agreement or the Merger Agreement. Each Stockholder severally (and not\njointly) hereby represents and warrants that such Stockholder has granted no\nVoting Proxy which is currently (or which will hereafter become) effective with\nrespect to Shares owned by such \n\n 5\n\n\n\nStockholder except Voting Proxies, if any, granted to another Stockholder, and\nif such Stockholder has granted a Voting Proxy to any person other than a\nStockholder, such Voting Proxy is hereby revoked and such Stockholder shall take\nall such other actions as may be necessary or advisable to ensure that any such\nVoting Proxy has been properly revoked. No Voting Proxy shall be given or\nwritten consent executed by such Stockholder after the date hereof with respect\nto such Stockholder's Shares (and if given or executed, shall not be effective)\nso long as this Agreement remains in effect; PROVIDED, HOWEVER, that such\nStockholder may hereafter grant Voting Proxies in furtherance of such\nStockholder's obligations 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 or 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 severally (and\nnot jointly) agrees that such Stockholder shall immediately cease any existing\ndiscussions or negotiations, if any, with any parties conducted heretofore with\nrespect to any acquisition or exchange of all or any material portion of the\nassets of, or any equity interest in, the Company or any of its subsidiaries or\nany business combination with the Company or any of its subsidiaries. From and\nafter the date hereof, no Stockholder shall, directly or indirectly, solicit or\ninitiate any takeover proposal or offer from any person, or (except to the\nextent permitted by the last sentence of Section 5.2 of the Merger Agreement)\nengage in discussions or negotiations relating thereto (including by way of\nfurnishing information). Each Stockholder shall promptly advise Parent of the\nreceipt of any Alternative Proposal (as defined in the Merger Agreement).\n\n 5.3 STOCKHOLDERS' REPRESENTATIVE. Each Stockholder, other than\nCapital Resource Lenders III, L.P., CRP Investment Partners III, L.L.C., Sandler\nCapital Partners IV, L.P. and Sandler Capital Partners IV, FTE, L.P., hereby\nappoints Kyle D. Parker as Stockholders' Representative to act as Stockholders'\nRepresentative for purposes of giving and receiving notices on behalf of each of\nthe Stockholders under this Agreement.\n\n 6. COVENANTS OF PARENT AND SUB.\n\n 6.1 NO SALE. After the purchase of the Shares hereunder, neither\nParent nor Sub will sell, offer to sell or otherwise dispose of the Shares in\nviolation of the Securities Act of 1933, as amended.\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 not\njointly) agrees that, during the time this Agreement is in effect, at any\nmeeting of the \n\n 6\n\n\n\nstockholders of the Company, however called, and in any action by written\nconsent of the stockholders of the Company, such Stockholder shall (i) vote all\nof the Shares Owned by such Stockholder in favor of the Merger, the Merger\nAgreement and any of the transactions contemplated by the Merger Agreement; (ii)\nvote such Shares against any action or agreement that would result in a breach\nin any material respect of any covenant, representation or warranty or any other\nobligation of the Company under the Merger Agreement; and (iii) vote the Shares\nagainst any action or agreement that would materially impede, interfere with or\nattempt to discourage the Offer or the Merger. Notwithstanding the foregoing, no\nStockholder shall be obligated to vote or execute a written consent to the\nextent the Offer Price or Merger Consideration is reduced or the Offer or the\nMerger Agreement is modified or amended to materially adversely affect the\nrights or benefits of the Company or any stockholders (including the\nStockholders) or to materially diminish the obligations or to materially\nincrease the rights of Parent and\/or Sub thereunder.\n\n (b) Each Stockholder hereby severally (and not jointly)\nfurther agrees that, if the Merger Agreement shall terminate solely by reason of\nthe Company's exercise of its termination rights pursuant to Section\n7.1(c)(i)(a) or (b) of the Merger Agreement and for as long as the Exercise\nPeriod has not ended, such Stockholder (i) shall attend or otherwise participate\nin all duly called stockholder meetings and in all actions by written consent of\nstockholders, (ii) shall not, without the prior written consent of Parent or\nSub, vote any of such Shares in favor of any actions requiring stockholder\napproval which are described in Section 5 of the Merger Agreement and (iii)\nshall otherwise vote such Shares, and use its reasonable efforts in its capacity\nas stockholder of the Company, to prevent the actions prohibited by Section 5 of\nthe Merger Agreement.\n\n 7.2 IRREVOCABLE PROXY. In the event that any Stockholder shall\nbreach its covenant set forth in Section 7.1, such Stockholder (without any\nfurther action on such Stockholder's part) shall be deemed to have hereby\nirrevocably appointed Parent as the attorney-in-fact and proxy of such\nStockholder pursuant to the provisions of Section 212 of the Delaware General\nCorporation Law, with full power of substitution, to vote, and otherwise act (by\nwritten consent or otherwise) with respect to all shares of Common Stock\n(including the Shares) that such Stockholder is entitled to vote at any meeting\nof stockholders of the Company (whether annual or special and whether or not an\nadjourned or postponed meeting) or consent in lieu of any such meeting or\notherwise to vote such shares as set forth in Section 7.1 above; PROVIDED, that\nin any such vote or other action pursuant to such proxy Parent shall not have\nthe right (and such proxy shall not confer the right) to vote to reduce the\nOffer Price or the Merger Consideration (as defined in the Merger Agreement) or\nto otherwise modify or amend the Merger Agreement to materially adversely affect\nthe rights or benefits of the Company or any stockholders of the Company\n(including the Stockholders) under the Offer or the Merger Agreement or to\nmaterially diminish the obligations or to materially increase the rights of\nParent and\/or Sub thereunder; and PROVIDED FURTHER, that this proxy shall\nirrevocably cease to be in effect at any time that (x) the Offer shall have\nexpired or terminated without any shares of Common Stock being purchased\nthereunder in violation of the terms of the Offer or the Merger Agreement or (y)\nParent or Sub shall be in violation of the terms of this Agreement. THIS PROXY\nAND POWER OF ATTORNEY IS IRREVOCABLE AND COUPLED WITH AN INTEREST AND \n\n 7\n\n\n\nIS EXECUTED AND INTENDED TO BE IRREVOCABLE IN ACCORDANCE WITH THE PROVISIONS OF\nSECTION 212(e) OF THE DELAWARE GENERAL CORPORATION LAW. Each Stockholder shall\nexecute and deliver to Parent any proxy cards that such Stockholder receives to\nvote in favor of the consummation of the Merger. Parent shall deliver to the\nSecretary of the Company any such proxy cards received by it at any meeting\ncalled to approve the consummation of the Merger.\n\n 8. TRANSFER OF OPTIONS. Each of the Stockholders identified on Schedule I\nhereto 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 each Optionholder agrees to\naccept at the Effective Time (as defined in the Merger Agreement) 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 and upon the execution of the Merger Agreement. This Agreement may be\nterminated as to each Stockholder at any time by mutual written consent of such\nStockholder, Parent and Sub. Other than the Stock Option, which shall be\ngoverned by Section 2.2, and other than the provisions of Section 7.1(b) and\n7.2, this Agreement shall terminate, without any action by the parties hereto,\non the date on which the Merger Agreement terminates in accordance with its\nterms; PROVIDED, HOWEVER, the provisions of Section 7.1(b) and 7.2 shall\nterminate upon termination of the Stock Option. Any Stockholder may terminate\nthis Agreement in its entirety (including without limitation the Stock Option\neven if it has been previously exercised) as to such Stockholder (i) at any time\non or after June 19, 2001, (ii) if the Offer Price or Merger Consideration is\nreduced or the Offer or the Merger Agreement is modified or amended to\nmaterially adversely affect the rights or benefits of the Company or any\nstockholders (including the Stockholders) or to materially diminish the\nobligations or to materially increase the rights of Parent and\/or Sub\nthereunder, or (iii) if, at any time after April 19, 2001, upon request made by\nthe Company in accordance with the terms of that certain Grid Promissory Demand\nNote dated the date hereof made by the Company in favor of Parent (the \"Note\"),\nParent fails to make an advance to the Company as required in accordance with\nthe terms of the Note. No termination of this Agreement shall relieve any party\nfrom 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\nbe in \n\n 8\n\n\n\nwriting and shall be deemed to have been duly given if delivered personally or\nsent by registered or certified mail, postage prepaid, with return receipt\nrequested, as follows:\n\n (a) 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 & Flynn LLP\n 410 Park Avenue\n New York, New York 10022\n Attention: Arnold J. Schaab, Esq.\n\n (b) If to Kyle D. Parker or any Stockholder who has appointed\n the Stockholder Representative, to the Stockholders'\n Representative at:\n\n Loislaw.com, Inc.\n 105 North 28th Street\n Van Buren, Arkansas 72956\n Attention: Kyle D. Parker\n\n with a copy to:\n\n Novakov, Davis & Munck\n 900 Three Galleria Tower\n 13155 Noel Road\n Dallas, TX 75240\n Attention: Kenn W. Webb, Esq.\n\n and to:\n\n Akin, Gump, Strauss, Hauer & Feld, L.L.P.\n 1700 Pacific Avenue, Suite 4100\n Dallas, TX 75201-4675\n Attention: Michael E. Dillard, P.C.\n\n (c) If to Capital Resource Lenders III, L.P. or CRP Investment\n Partners III, L.L.C., to\n\n 9\n\n\n\n 85 Merrimax Street, Suite 200\n Boston, MA 02114\n Attention: Steven Jenks\n\n with a copy to:\n\n Edwin Miller\n Testa, Hurwitz & Thibeault, LLP\n 125 High Street\n Boston, MA 02110\n\n (d) If to Sandler Capital Partners, IV, L.P. or\n Sandler Capital Partners IV, FTE, L.P., to\n\n c\/o Sandler Capital Management\n 767 Fifth Avenue, 45th Floor\n New York, NY 10022\n Attention: Hannah Stone\n\n with a copy to:\n William A. Bianco\n Sandler Capital Management\n 767 Fifth Avenue, 45th Floor\n New York, NY 10022\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\nStockholders, on the other hand, each acknowledge and agree that the other would\nbe irreparably damaged in the event any of the provisions of this Agreement were\nnot performed by the other in accordance with their \n\n 10\n\n\n\nspecific terms or were otherwise breached. It is accordingly agreed that each\nparty shall be entitled to an injunction or injunctions to redress the breaches\nof this Agreement and to specifically enforce the terms and provisions hereof in\nany action instituted in any court of the United States or any state thereof\nhaving jurisdiction, 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 \nconstrued in accordance with the laws of the state of Delaware, without regard\nto the principles of conflicts of laws.\n\n 10.9 SEVERABILITY. If any term, provision, covenant or restriction\nof this Agreement is held by a court of competent jurisdiction to be invalid,\nvoid or 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 10.10 EFFECT OF HEADINGS. The section headings herein are for\nconvenience only and shall not affect the meaning or interpretation of this\nAgreement.\n\n 10.11 ACTIONS OF DIRECTORS. Nothing in this Agreement shall be\ndeemed to require or restrict any action, decision or failure to act of any\nmember of the Company's Board of Directors acting in his or her capacity as\nsuch.\n\n 10.12 OBLIGATION OF PARENT. Whenever this Agreement requires Sub to\ntake any action, such requirement shall be deemed to include an undertaking on\nthe part of Parent to cause Sub to take such action and a guarantee of the\nperformance thereof.\n\n\n [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]\n\n 11\n\n\n\n\n\n IN WITNESS WHEREOF, the parties have executed this Agreement to take\neffect as of the date set forth above.\n\n WOLTERS KLUWER U.S. CORPORATION\n\n\n By: \/s\/ Bruce C. Lenz\n --------------------------------------\n Name: Bruce C. Lenz\n Title: Secretary\n\n\n LL ACQUISITION CORP.\n\n\n By: \/s\/ Bruce C. Lenz \n --------------------------------------\n Name: Bruce C. Lenz\n Title: Secretary\n\n\n STOCKHOLDERS\n\n \/s\/ Kyle D. Parker\n -----------------------\n Kyle D. Parker\n\n\n KDP Investments, Limited Partnership\n\n By: KDP Management Company, LLC,\n Its General Partner\n\n By: \/s\/ Kyle D. Parker\n ----------------------\n Kyle D. Parker\n Managing Member\n\n\n The Parker Trust\n\n By: \/s\/ Kyle D. Parker\n ---------------------\n Kyle D. Parker\n Trustee\n\n \/s\/ Douglas W. Parker, Sr.\n ---------------------------\n Douglas W. Parker, Sr.\n\n\n 12\n\n\n\n DWP & LAP INVESTMENTS, LIMITED PARTNERSHIP\n\n By: DWP & LAP Management Company, LLC,\n Its General Partner\n\n By: \/s\/ Douglas W. Parker, Sr.\n --------------------------\n Douglas W. Parker, Sr.\n Managing Member\n\n \/s\/ Melissa A. Parker\n -----------------------\n Melissa A. Parker\n\n\n MELISSA INVESTMENTS, LIMITED PARTNERSHIP\n\n By: Melissa Management Company, LLC,\n Its General Partner\n\n By: \/s\/ Melissa A. Parker\n ----------------------\n Melissa A. Parker\n Managing Member\n\n \/s\/ W. Clark Wigley\n -----------------------\n W. Clark Wigley\n\n\n 13\n\n\n\n\n\n CAPITAL RESOURCE LENDERS III, L.P.\n\n By: Capital Resource Partners III, L.L.C. Its General\n Partner\n\n By: \/s\/ Steven M. Jenks\n ---------------------------\n Name: Steven M. Jenks\n Title: Partner\n\n\n CRP INVESTMENT PARTNERS III, L.L.C.\n\n By: \/s\/ Steven M. Jenks\n ---------------------------\n Name: Steven M. Jenks\n Title: Partner\n\n\n 14\n\n\n\n\n\n Sandler Capital Partners IV, L.P.\n\n By: Sandler Investment Partners, L.P.,\n a general partner\n\n By: Sandler Capital Management,\n a general partner\n\n By: MJDM Corp.,\n a general partner\n\n\n By: \/s\/ William A. Bianco \n ---------------------------------\n Name: William A. Bianco \n Title: Vice President\n\n\n\n Sandler Capital Partners IV FTE, L.P.\n\n By: Sandler Investment Partners, L.P.,\n a general partner\n\n By: Sandler Capital Management,\n a general partner\n\n By: MJDM Corp.,\n a general partner\n\n\n By: \/s\/ William A. Bianco \n ---------------------------------\n Name: William A. Bianco \n Title: Vice President\n\n\n 15\n\n\n\n\n SCHEDULE I\n\n<\/pre>\n
\n\nSTOCKHOLDER NUMBER OF SHARES NUMBER OF OPTIONS
\n HELD HELD
\n
\nKyle D. Parker 1,119,200 38,000<\/p>\nKDP Investments, Limited Partnership 2,000,000 0<\/p>\n
The Parker Trust 219,500 0<\/p>\n
Douglas W. Parker, Sr. 479,600 0<\/p>\n
DWP & LAP Investments,
\n Limited Partnership 1,000,000 0<\/p>\n
Melissa A. Parker 559,600 0<\/p>\n
Melissa Investments, Limited Partnership 1,000,000 0<\/p>\n
W. Clark Wigley 219,500* 0<\/p>\n
Capital Resource Lenders III, L.P. 5,659,542 0<\/p>\n
CRP Investment Partners III, L.L.C. 4,628 0<\/p>\n
Sandler Capital Partners IV, L.P. 1,587,360 0<\/p>\n
Sandler Capital Partners IV, FTE, L.P. 650,160 0
\n<\/c><\/c><\/s><\/caption>\n<\/table>\n
* Represented by an option to acquire the shares held by The Parker Trust.<\/p>\n
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