SUPPORT AGREEMENTSupport Agreement • January 10th, 2007 • Berkley William R • Delaware
THIS SUPPORT AGREEMENT (this “Agreement”) dated as of January 8, 2007, is made and entered into by and among PROJECT EAGLE HOLDING CORPORATION, a Delaware corporation (“Parent”), PROJECT EAGLE MERGER CORPORATION, a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and WILLIAM R. BERKLEY, an individual (“Stockholder”), a stockholder of STRATEGIC DISTRIBUTION, INC., a Delaware corporation (the “Company”).
INTERLAKEN CAPITAL, INC. December 4, 2006Fee Reimbursement Agreement • December 5th, 2006 • Berkley William R • Delaware
This letter agreement, upon your execution and delivery of a copy hereof to William R. Berkley (“Mr. Berkley”), shall constitute a binding commitment as to the items set forth below in connection with a possible business transaction (the “Transaction”) between Mr. Berkley or an affiliate of Mr. Berkley (collectively, the “Acquiror”) and Strategic Distribution, Inc., a Delaware corporation (the “Company”). The preliminary terms of the Transaction were set forth in a letter dated November 16, 2006, from Mr. Berkley to the Special Committee of the Board of Directors of the Company (the “Proposal”). This letter is intended to be the agreement referred to in the ninth paragraph of the Proposal.
THE BERKLEY FAMILY LIMITED PARTNERSHIP 165 Mason Street Greenwich, CT 06830 December 9, 2000 Mr. William R. Berkley 165 Mason Street Greenwich, CT 06830 Re: Purchase of Stock of Strategic Distribution, Inc. ("SDI")...Purchase Agreement • January 5th, 2001 • Berkley William R
