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TRANSFER AND LICENSING AGREEMENT
TRANSFER AND LICENSING AGREEMENT dated as of September 8, 1999
by and between NovaCare, Inc., a Delaware corporation ("NovaCare"), and NovaCare
Employee Services, Inc., a Delaware corporation (the "Company").
W I T N E S S E T H:
WHEREAS, the Company, Plato Holdings, Inc., a Delaware
corporation ("Parent"), and New Plato Acquisition, Inc., a Delaware corporation
("Sub"), are entering into an Agreement and Plan of Merger (the "Merger
Agreement") dated the date hereof pursuant to which, among other things, Parent
and Sub shall commence a cash tender offer for all of the outstanding shares of
common stock, $.01 par value, of the Company at a price per share of $2.50 net
to the seller in cash; and
WHEREAS, as a condition to the execution of the Merger
Agreement NovaCare has agreed to enter into this Transfer and Licensing
Agreement as hereinafter set forth.
NOW THEREFORE, in consideration of the premises and the mutual
agreements hereinafter set forth, the parties hereto, intending to be legally
bound, hereby agree as follows:
1. Transfer of NovaSource Name. NovaCare hereby irrevocably
transfers to the Company all of NovaCare's right and title to, and interest in,
if any, the use of the name "NovaSource" and any variants thereof for use by the
Company and its successors and assigns. No representation is made as to
NovaCare's rights to such name.
2. License for Use of NovaCare Name. NovaCare hereby agrees
that the Company may use the name "NovaCare" in reference to itself and the
Company Subsidiaries (as defined in the Merger Agreement) for a period of six
months after the Effective Time of the Merger (as those terms are defined in the
Merger Agreement); provided, that, the Company shall not hold itself out to the
public as being affiliated with NovaCare. The Company will indemnify NovaCare
from any and all liabilities arising out of the use of the "NovaCare" name as
provided herein.
3. Miscellaneous.
(a) The parties hereto further agree that all notices,
requests or instructions under this Transfer and Licensing Agreement shall be in
writing and delivered personally, sent by telecopy or sent by registered or
certified mail, postage prepaid, return receipt requested, or by Federal Express
or other recognized overnight courier, to the address set below:
If to NovaCare:
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NovaCare, Inc.
0000 Xxxx Xxxxx Xxxxxx
Xxxx xx Xxxxxxx, Xxxxxxxxxxxx 00000
Telephone No.: (000) 000-0000
Telecopier No.: (000) 000-0000
If to the Company:
NovaCare Employee Services, Inc.
0000 Xxx Xxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxxxxxx 00000
Telephone No.: (000) 000-0000
Telecopier No.: (000) 000-0000
(b) This Transfer and Licensing Agreement shall be binding
upon the parties hereto and their respective successors and assigns.
(c) This Transfer and Licensing Agreement may be executed in
counterparts, each of which shall be deemed an original, but all of which taken
together shall constitute one and the same instrument.
* * *
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IN WITNESS WHEREOF, the parties hereto have caused this
Transfer and Licensing Agreement to be duly executed on the date first above
written.
NOVACARE EMPLOYEE SERVICES, INC.
By: /s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: President
NOVACARE, INC.
By: /s/ Xxxxxx X. Xxxxx, Xx.
Name: Xxxxxx X. Xxxxx, Xx.
Title: Senior Vice President
