AGREEMENT AND INSTRUMENT OF CONTRIBUTION
Exhibit 99.4
AGREEMENT AND INSTRUMENT OF CONTRIBUTION
This Agreement and Instrument of Contribution (this “Agreement”) is made as of
November 9, 2005 among Lane Industries, Inc., a Delaware corporation (“Lane”), LED I LLC, a
Delaware limited liability company (“LED I”), and LED II LLC, a Delaware limited liability
company (“LED II”).
RECITALS
WHEREAS, Lane owns 9,873,237 shares of common stock (the “Shares”), par value $0.01
per share, and the associated preferred share purchase rights, of Acco Brands Corporation, a
Delaware corporation;
WHEREAS, Lane is the sole member of LED I and LED II;
WHEREAS, Lane desires to contribute, transfer, assign, convey and deliver the Shares to LED I
and LED II, in the respective amounts set forth below, and LED I and LED II desire to accept and
acquire such Shares (the “Contribution”);
NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth,
it is hereby agreed among Lane, LED I and LED II as follows:
Section 1. Share Contribution. (a) Lane hereby, as an additional capital
contribution without the issuance of additional equity, contributes, transfers, assigns, conveys
and delivers to LED I all of its right, title and interest in 2,000,000 of the Shares. LED I
hereby accepts and acknowledges receipt of 2,000,000 Shares.
(b) Lane hereby, as an additional capital contribution without the issuance of additional
equity, contributes, transfers, assigns, conveys and delivers to LED II all of its right, title and
interest in 7,463,313 of the Shares. LED II hereby accepts and acknowledges receipt of 7,463,313
Shares.
Section 2. General.
(a) This Agreement and the covenants, obligations, undertakings, rights and benefits hereof
shall be binding upon, and shall inure to the benefit of the respective parties hereto and their
respective successors and assigns.
(b) This Agreement may be executed by the parties in two or more counterparts and such
counterparts so executed shall together be deemed to constitute one final agreement as if signed by
the parties, and each such counterpart shall be deemed to be an original.
(c) This Agreement contains the entire understanding of the parties hereto with regard to the
subject matter contained herein, and supersedes all other prior agreements, understandings or
letters of intent between the parties hereto. This Agreement shall not be amended, modified or
supplemented except by a written instrument signed by an authorized representative of each of the
parties hereto.
(d) This Agreement shall be governed by and construed in accordance with the internal laws (as
opposed to the conflicts of law provisions) of the State of Delaware.
* * * * *
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written.
LANE INDUSTRIES, INC. |
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By: | /s/ Xxxxxx X. Xxxxxxxx | |||||
Name: | Xxxxxx X. Xxxxxxxx | |||||
Title: | Senior Vice President, Secretary and General Counsel |
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LED I LLC |
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By: | Lane Industries, Inc., its sole member | |||||
By: | /s/ Xxxxxx X. Xxxxxxxx | |||||
Name: | Xxxxxx X. Xxxxxxxx | |||||
Title: | Senior Vice President, Secretary and General Counsel |
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LED II LLC |
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By: | Lane Industries, Inc., its sole member | |||||
By: | /s/ Xxxxxx X. Xxxxxxxx | |||||
Name: | Xxxxxx X. Xxxxxxxx | |||||
Title: | Senior Vice President, Secretary and General Counsel |