RAMIUS CAPITAL GROUP, L.L.C. New York, New York 10017 June 20, 2007
Page
17 of 21
EXHIBIT
3
RAMIUS
CAPITAL GROUP, L.L.C.
000
Xxxxx Xxxxxx, 00xx Xxxxx
Xxx
Xxxx, Xxx Xxxx 00000
June
20,
2007
Xxxxxx
X.
Xxxxx
Xxxxx
X.
Xxxxxxxxxxx
000
Xxxxxxxx Xxxxxx
Xxxxxxxxx,
XX 00000
Gentlemen:
This
Letter Agreement confirms the (i) agreement by Starboard Value and Opportunity
Master Fund Ltd. (“Starboard”), RCG Xxxxxxx Master Fund, Ltd. (“RCG
Xxxxxxx”) and Parche, LLC (“Parche”,
and
together with Starboard and RCG Xxxxxxx, the “Purchasers”, and each a
“Purchaser”) to purchase an aggregate of 411,000 shares (the “Shares”) of common
stock, par value $.01 per share (the “Common Stock”) of Vertrue Incorporated, a
Delaware corporation (the “Company”) (CUSIP # 00000X000) from you and/or certain
accounts managed by you (collectively, the “Sellers”) for a fixed price of
$48.75 per Share, resulting in an aggregate purchase price of $20,036,250.00,
and (ii) the agreement by you to sell for the account and on behalf of Sellers
the Shares to the Purchasers for such price, in each case subject to the terms
and conditions hereof.
1. Closing.
The
transfer, purchase and sale of the Shares shall take place on the date hereof
(which time and date are designated as the “Closing”
and
the
“Closing
Date”).
The
aggregate purchase price for the Shares shall be paid by wire transfer by the
Purchasers on the Closing Date to such accounts as you shall have specified
in
writing and you shall deliver to the Purchasers (or the Purchasers’ agent) a
letter of instruction addressed to Sellers’ brokerage firm instructing such
brokerage firm to cause the electronic delivery of the Shares held in street
name and purchased from Sellers pursuant hereto through the Depository Trust
Company (“DTC”) to a DTC account designated in writing by the Purchasers.
2. Representations
and Warranties.
(a) The
Purchasers jointly and severally represent and warrant to you, and you represent
and warrant to the Purchasers, that such party is duly authorized to execute,
deliver and perform its obligations hereunder and that such execution, delivery
and performance do not and will not conflict with or constitute a breach of
any
law, regulation or contract binding on such party. The Purchasers represent
and
warrant that they have all necessary power and authority to purchase the Shares
and fulfill all the obligations of Purchasers contemplated by this Agreement,
and that the Purchasers presently have and will have at the time of Closing
sufficient funds to pay the full cash aggregate purchase price. You represent
and warrant that you have all necessary power and authority to act on behalf
of
and to bind the Sellers to sell the Shares and fulfill all the obligations
of
Sellers contemplated by this Agreement.
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18 of 21
(b) You
represent that the Sellers own all of the Shares free and clear of any lien,
claim or other encumbrance, except for any that will be released or satisfied
upon the sale to the Purchasers hereunder. You further represent that the Shares
are not “restricted securities” (as that term is defined in Rule 144 promulgated
under the Securities Act of 1933) and that the Shares are freely tradable by
the
Sellers.
3. Voting
Agreement.
(a) Agreement
to Vote.
Effective on the date hereof, you agree that at any meeting of the stockholders
of the Company (a “Company
Stockholders’ Meeting”),
for which a Seller is a record holder of any of the Shares and at every
adjournment or postponement thereof, or in any other circumstances upon which
a
vote, consent, or other approval (including by written consent) is sought,
the
Sellers shall—
(i) when
a
meeting is held, appear at such meeting or otherwise cause the Shares to be
counted as present thereat for purposes of establishing a quorum,
(ii) vote,
or
execute consents in respect of the Shares, or cause the Shares to be voted,
or
consents to be executed in respect thereof, in respect of the Agreement and
Plan
of Merger (the “Merger Agreement”) between the Company and Velo Holdings Inc.
and Velo Acquisition Inc. (including any revised or amended Merger Agreement
approved by the board of directors of the Company), as the Purchasers may direct
in writing, and
(iii) vote,
or
execute consents in respect of the Shares to be voted, or consents to be
executed in respect thereof, as the Purchasers may direct in writing, in respect
of (A) any agreement or transaction relating to an Acquisition Proposal (as
defined in the Merger Agreement) or transaction or occurrence that if proposed
and offered to the Company or its stockholders (or any of them) would constitute
an Acquisition Proposal or (B) any extraordinary corporate transaction (other
than the Merger), or any amendment of the Company’s Certificate of Incorporation
or Bylaws or other proposal, action or transaction involving the Company or
any
of the Company Subsidiaries or any of its stockholders, and
(iv) vote,
or
execute consents in respect of the Shares to be voted, or consents to be
executed in respect thereof, as the Purchasers may direct in writing, in respect
of any other matter that may be presented to the stockholders of the Company
for
which the Sellers are the record holders of the Shares.
(b) Appointment
of Proxy.
You
hereby irrevocably (to the fullest extent permitted by law) constitute and
appoint Xxxx Xxxxxxxx, Xxxxxxx Xxxxxx and Xxxxxxx X. Xxxxxxx, each of them
individually, as the Sellers’ proxy and attorney-in-fact, with full power of
substitution and resubstitution, to cause the Shares to be counted as present
at
any such Company Stockholders’ Meetings and to vote the Shares at any Company
Stockholders’ Meeting, however called, and to execute consents in respect of the
Shares as and to the extent provided in Section (a) hereof.
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(c) Revocation
of Other Proxies.
You
represent that any proxies heretofore given in respect of the Shares, if any,
are revocable, and hereby revoke all other proxies and powers of attorney with
respect to the Shares that the Sellers may have heretofore appointed or granted,
and no subsequent proxy or power of attorney shall be granted.
(d) Proxy
Irrevocable.
You
acknowledge that Purchasers are relying on this Agreement in purchasing the
Shares. ACCORDINGLY, THIS PROXY AND POWER OF ATTORNEY IS IRREVOCABLE (TO THE
FULLEST EXTENT PERMITTED BY LAW) AND COUPLED WITH AN INTEREST. Except as
otherwise required by law in the case of Shares beneficially owned by Sellers
who are natural persons (other than yourselves), this irrevocable proxy shall
not be terminated by any act of the Sellers or by operation of law, whether
by
the death or incapacity of the Sellers or by the occurrence of any other event
or events (including, without limiting the foregoing, the termination of any
trust or estate for which either of you is acting as a fiduciary or fiduciaries
or the dissolution or liquidation of any corporation or partnership). If after
the execution hereof any Seller should be dissolved or liquidated, actions
taken
by the Purchasers hereunder shall be as valid as if such dissolution,
liquidation or other event or events had not occurred, regardless of whether
or
not the Purchasers have received any notice of such dissolution, liquidation
or
other event.
(e) No
Transfer of Rights.
The
Sellers shall not: (i) enter into any tender, voting, or other such agreement,
or grant any proxy, power-of-attorney or other authorization or consent with
respect to any of the Shares; or (ii) take any other action that would in any
way restrict, limit or interfere with the performance of its obligations
hereunder or the transactions contemplated hereby or make any representation
or
warranty of the Sellers untrue or incorrect. Except as contemplated by this
Agreement, the Sellers will not enter into any voting or other agreement or
grant any power of attorney with respect to the Shares, or take any action
that
is inconsistent with this Agreement.
[Signature
Page Follows]
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of 21
If
the
foregoing accurately states our agreement, please sign and return a copy hereof,
at which time this will become a mutually binding agreement.
Very
truly yours,
PARCHE,
LLC
By:
Admiral Advisors, LLC, its managing member
STARBOARD
VALUE AND OPPORTUNITY MASTER FUND LTD.
By:
Admiral Advisors, LLC, its Investment manager
By:
/s/
Xxxxxxx X. Xxxxxxx
Name:
Xxxxxxx X. Xxxxxxx
Title:
Authorized Signatory
RCG
XXXXXXX MASTER FUND, LTD.
By:
Ramius Capital Group, L.L.C.,
its
investment manager
By:
/s/
Xxxxxxx X. Xxxxxxx
Name:
Xxxxxxx X. Xxxxxxx
Title:
Authorized Signatory
/s/
Xxxxxx X. Xxxxx
Xxxxxx
X.
Xxxxx
/s/
Xxxxx X. Xxxxxxxxxxx
Xxxxx
X.
Xxxxxxxxxxx
