SECURITIES PURCHASE AGREEMENT
Exhibit 2
IN WITNESS WHEREOF, the parties have executed this Agreement as of date first written above.
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SELLER: |
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VALUEACT CAPITAL MASTER FUND, L.P. |
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By: VA Partners I, LLC, its General Partner |
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By: |
/s/ Xxxxxx X. Xxxxx, Xx. |
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Name: |
Xxxxxx X. Xxxxx, Xx. |
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Title: |
Chief Operating Officer |
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BUYER: |
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/s/ Xxxx Xxxxxx |
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Name: |
Xxxx Xxxxxx |
EXHIBIT A |
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IRREVOCABLE STOCK POWER |
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IN WITNESS WHEREOF, it has executed this Irrevocable Stock Power as of the date signed below. |
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VALUEACT CAPITAL MASTER FUND, L.P. |
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By: VA Partners I, LLC, its General Partner |
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By: |
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Name: |
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Title: |
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EXHIBIT B |
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IRREVOCABLE PROXY |
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ValueAct Capital Master Fund, L.P. ("Seller"), a British Virgin Islands limited partnership, hereby irrevocably (to the fullest extent permitted by law) appoints Xxxx Xxxxxx ("Buyer") as the sole and exclusive attorney and proxy of the undersigned, with full power of substitution and resubstitution, to vote and exercise all voting and related rights (to the full extent that the undersigned is entitled to do so) with respect to the 8,567,763 shares of common stock, par value $0.01 issued by SIRVA, Inc. (the "Shares") that are the subject of the Securities Purchase Agreement dated as of the date hereof by and between Seller and Buyer (the "Purchase Agreement") in accordance with the terms of this Proxy. |
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This Proxy is irrevocable (to the fullest extent permitted by law), is coupled with an interest and is granted pursuant to and in consideration of Buyer entering into the Purchase Agreement. |
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IN WITNESS WHEREOF, Seller has caused this Irrevocable Proxy to be duly executed as of the day and year first above written. |
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VALUEACT CAPITAL MASTER FUND, L.P. |
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By: VA Partners I, LLC, its General Partner |
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By: |
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Name: |
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Title: |
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