AGREEMENT
WHEREAS, Asset Value Fund Limited Partnership ("Asset Value")
owns 900,000 shares of stock in FIND/SVP, Inc., (the "Company"); and
WHEREAS, Asset Value has commenced an action in the United
States District Court for the Southern District of New York entitled ASSET VALUE
FUND LIMITED PARTNERSHIP V. FIND/SVP, INC., AND XXXXXX X. XXXXXX, 97 Civ 3977
(LAK), which seeks damages for alleged violations of Section 10(b) of the
Securities Exchange Act of 1934 and for common law fraud; and
WHEREAS, Asset Value has also commenced an action in the
Supreme Court of the State of New York, County of New York entitled ASSET VALUE
FUND LIMITED PARTNERSHIP V. BRIGITTE DE GASTINES AND XXXX-XXXXX XXXXXX, Index
No. 606165/97, which seeks to remove two directors of the Company pursuant to
New York Business Corporation Law Section 706(d), and defendants have removed
this action to the United States District Court for the Southern District of New
York, where it was assigned Docket Xx. 00 Xxx. 0000 (XXX); and
WHEREAS, the parties wish to settle those actions and resolve
all of their disputes relating to Asset Value's purchases and ownership of
shares of stock in the Company and to the governance of the Company without any
acknowledgement of wrongdoing by any party,
IT IS HEREBY AGREED as follows:
1. The Company will pay to Asset Value legal fees and
disbursements in the amount of $110,000 on or before February 20, 1998.
2. The Company will cause Asset Value's 900,000 shares of
stock in the Company to be purchased at $1.25 per share on or before February
20, 1998.
3. If within two years of the date of the payments referred to
in paragraphs 1 and 2 above, (a) the Company sells all or substantially all of
its assets, (b) the Company is merged into or combined with another company, (c)
any person acquires a majority of the outstanding shares of the Company pursuant
to a tender offer, (d) the Company is taken private, or (e) the Company
undergoes a recapitalization or restructuring, and in any such case the
shareholders of the Company receive consideration (whether cash, securities or
otherwise) of more than $1.25 per share, then, immediately after the
consummation of such transaction, the Company will pay to Asset Value an amount
equal to 900,000 times the difference between $1.25 and the amount paid to the
shareholders up to a maximum difference of $1.75 per share (I.E., a maximum
price of $3.00 per share).
4. At the time of the payments referred to in paragraphs 1 and
2 above, Asset Value and the Company will execute and deliver to each other a
general release in the form annexed as Exhibit A hereto.
5. At the time of the payments referred to in paragraphs 1 and
2 above, Asset Value will execute and deliver to the Company a stipulation and
order of dismissal with prejudice of the pending actions in the forms annexed as
Exhibit B hereto.
6. For a period of five years from the date of this Agreement,
neither Asset Value nor Xxxx Xxxxxxx will purchase, either directly or
indirectly, any shares of
stock in the Company, and after the sale of shares referred to in paragraph 2
above, neither Asset Value nor Xxxx Xxxxxxx will own or control, either directly
or indirectly, any shares of stock in the Company.
Dated: New York, New York
January 20, 1998
Asset Value Fund Limited Partnership FIND/SVP, Inc.
By: /s/ XXXX XXXXXXX By: /s/ XXXXXX X. XXXXXX
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Xxxx Xxxxxxx Xxxxxx X. Xxxxxx
