Brencourt Advisors, LLC New York, NY 10022Letter Agreement • June 21st, 2007 • Brencourt Advisors LLC • Services-business services, nec
This Letter Agreement confirms the (i) agreement by Brencourt Advisors, LLC (“Brencourt”) to purchase for the account and on behalf of one or more funds managed by Brencourt (collectively, the “Purchasers”) an aggregate of 1,807,021 shares (the “Shares”) of common stock, par value $.01 per share (the “Common Stock”) of Vertrue Incorporated, a Delaware corporation (the “Company”) (CUSIP # 92534N101) from you and certain accounts managed by you (collectively, the “Sellers”) for a fixed price of $48.90 per Share (subject to adjustment as provided below), resulting in an aggregate purchase price of $88,363,326.90, and (ii) the agreement by you to sell for the account and on behalf of Sellers the Shares to the Purchasers for such price, in each case subject to the terms and conditions hereof. Such purchase price per Share shall be adjusted so that, for each day that the Closing occurs prior to July 10, 2007, the price per Share shall be reduced by $0.007, and for each day that the Closing o
Velo Holdings Inc. New York, NY 10022Merger Agreement • July 20th, 2007 • Brencourt Advisors LLC • Services-business services, nec
Reference is hereby made to the Agreement and Plan of Merger, dated as of March 22, 2007, by and among Velo Holdings Inc., Velo Acquisition Inc. and Vertrue (the “Merger Agreement”).
Brencourt Advisors, LLCLetter Agreement • June 21st, 2007 • Brencourt Advisors LLC • Services-business services, nec
Reference is made to our letter agreement with you, dated June 20, 2007 (the "Letter Agreement"), pursuant to which we or funds under our management have agreed to purchase 1,807, 021 shares of common stock of Vertrue Incorporated. All capitalized terms not defined herein shall have the meanings given in the Letter Agreement.
Agreement of Joint FilingJoint Filing Agreement • July 20th, 2007 • Brencourt Advisors LLC • Services-business services, nec
Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned persons hereby agree to file with the Securities and Exchange Commission the Statement on Schedule 13D (the “Statement”) to which this Agreement is attached as an exhibit, and agree that such Statement, as so filed, is filed on behalf of each of them.
Agreement of Joint FilingJoint Filing Agreement • June 21st, 2007 • Brencourt Advisors LLC • Services-business services, nec
Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned persons hereby agree to file with the Securities and Exchange Commission the Statement on Schedule 13D (the “Statement”) to which this Agreement is attached as an exhibit, and agree that such Statement, as so filed, is filed on behalf of each of them.
