EXHIBIT 10.100
IMPAC GROUP INC.
0000 Xxxxx Xxxx Xxxxxx
Xxxxxxx Xxxx, Xxxxxxxx 00000-0000
January 11, 1999
To Heritage Fund II Investment
Corporation
c/o Heritage Partners, Inc.
00 Xxxxx Xxxxx
Xxxxx 000
Xxxxxx, XX 00000
Ladies and Gentlemen:
Reference is hereby made to the letter agreement dated September 10, 1998
among the stockholders of IMPAC Group, Inc., a Delaware corporation (the
"Company"), and the Company (the "September 10th Letter").
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Pursuant to the terms of September 10th Letter, Heritage Fund II
Investment Corporation (referred to herein as the "Stockholder") hereby agrees
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to sell to the Company shares of the Company's Common Stock, par value $0.001
per share (the "Common Stock", with the shares of Common Stock to be sold
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referred to as the "Shares"), for a purchase price of $625.04 per share (the
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"Purchase Price") and an aggregate repurchase price as set forth in Annex A. The
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parties acknowledge that the Purchase Price per share has been increased from
the price contemplated by the September 10th Letter to reflect that the timing
of the "Equity Recapitalization" referred to in the September 10th Letter has
been significantly delayed from the parties' expectations in September. The
number of Shares to be sold and the aggregate Purchase Price to be paid by the
Company for such Shares is set forth in Annex A.
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Immediately after the closing under the Securities Purchase Agreement,
dated as of the date hereof (the "Securities Purchase Agreement"), between the
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Company and the investors named therein, providing for the issuance and sale by
the Company of a new series of preferred stock and warrants for an aggregate
purchase price of $20,000,000, each Stockholder shall deliver the certificate(s)
representing the Shares to be purchased by the Company (properly endorsed or
accompanied by duly executed stock powers or assignments), against payment
therefor as provided herein by wire transfer to an account
-2-
designated by the Stockholder on Annex A. The Company hereby agrees that it will
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pay the aggregate Purchase Price out of the net proceeds received by it pursuant
to the Securities Purchase Agreement.
The Stockholder hereby represents and warrants that it has all right, title
and interest in the shares of Common Stock to be sold to the Company pursuant to
this letter agreement, and upon delivery to the Company of certificates
representing the Shares to be sold as provided in the preceding paragraph and
payment of the aggregate Purchase Price, the Company will acquire the Shares,
free from all liens, restrictions, claims and encumbrances.
This letter agreement shall to the maximum lawful extent be governed by
and interpreted and construed in accordance with the internal laws of the State
of Delaware, as applied to contracts under seal made, and entirely to be
performed, within Delaware, and without reference to principles of conflicts or
choice of law.
Please sign where indicated below to confirm your agreement with the
foregoing.
Very truly yours,
IMPAC GROUP, INC.
By: /s/ Xxxxx X. Xxxxxxxxx
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Name: Xxxxx X. Xxxxxxxxx
Title: Chief Financial Officer
Agreement Confirmed:
HERITAGE FUND II INVESTMENT
CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxx
Title:
ANNEX A
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Pursuant to this letter agreement the Stockholder will sell and the Company
will purchse shares of Common Stock as follows:
Shares of Aggregate
Common Stock Purchase Price
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Heritage Fund II Investment
Corporation 30,087.37 $18,806,000
The aggregate Purchase Price should be sent by wire transfer as follows:
Bank Name: BankBoston
Bank Address: 000 Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
Routing Number: 011 000 390
Account Name: Heritage Fund II, L.P.
Account Number: 503-27931
