Re: Closing Agreement re Stock Purchase AgreementHerman Miller • July 31st, 2014 • Miller Herman Inc • Office furniture
Reference is hereby made to that certain Stock Purchase Agreement, dated as of July 17, 2014 (the “Purchase Agreement”), by and among Herman Miller, Inc., a Michigan corporation (“Buyer”), Design within Reach, a Delaware corporation (the “Company”), the stockholders of the Company listed on Annex I thereto (collectively, the “Sellers”) and Glenhill Capital Advisors LLC, in its capacity as the Seller Representative thereunder (the “Seller Representative”). Capitalized terms used but not otherwise defined in this letter agreement (this “Closing Agreement”) shall have the meanings ascribed to such terms in the Purchase Agreement.
CONTRIBUTION AND ROLLOVER AGREEMENT BY AND AMONG HM SPRINGBOARD, INC., JOHN EDELMAN, JOHN MCPHEE, AND HERMAN MILLER, INC. ___________________________Contribution and Rollover Agreement • July 31st, 2014 • Miller Herman Inc • Office furniture • Delaware
This CONTRIBUTION AND ROLLOVER AGREEMENT (this “Agreement”) is entered into as of July 17, 2014, by and among HM Springboard, Inc., a Delaware corporation (the “Company”), John Edelman and John McPhee (each such individual, an Executive” and collectively, the “Executives”) and Herman Miller, Inc., a Michigan corporation (“HM”). Each Executive, the Company and HM are sometimes referred to herein as a “Party” and collectively as the “Parties”.
July 28, 2014Purchase Agreement • July 31st, 2014 • Miller Herman Inc • Office furniture
Reference is made to (i) that certain Contribution and Rollover Agreement by and among HM Springboard, Inc., a Delaware corporation (“Springboard”), John Edelman (“Edelman”), John McPhee (“McPhee”), and Herman Miller, Inc., a Michigan corporation (“HM”) dated July 17, 2014 (the “Contribution and Rollover Agreement”), (ii) that certain Stockholders Agreement by and among Springboard, Edelman, McPhee, and HM dated July 28, 2014 (the “Stockholders Agreement”), (iii) that certain Contribution Agreement between HM and Springboard, dated July 28, 2014 (the “HM Contribution Agreement”), and (iv) that certain Stock Purchase Agreement, dated as of July 17, 2014, by and among HM, Design Within Reach, Inc., a Delaware corporation, Glenhill Capital Advisors LLC, in its capacity as the seller representative, and the sellers named therein (the “Purchase Agreement”). This letter agreement (“Agreement”) is made and entered into to address certain matters which have arisen in connection with the above
STOCK PURCHASE AGREEMENT BY AND AMONG HERMAN MILLER, INC., DESIGN WITHIN REACH, INC., THE SELLERS NAMED HEREIN AND GLENHILL CAPITAL ADVISORS LLC, IN ITS CAPACITY AS THE SELLER REPRESENTATIVE Dated as of July 17, 2014Stock Purchase Agreement • July 31st, 2014 • Miller Herman Inc • Office furniture • Delaware
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is entered into as of July 17, 2014, by and among Herman Miller, Inc., a Michigan corporation (“Buyer”), Design Within Reach, Inc., a Delaware corporation (the “Company”), the stockholders of the Company listed on Annex I hereto (collectively, the “Sellers”) and Glenhill Capital Advisors LLC, in its capacity as the representative of all of the Sellers in accordance with the provisions of this Agreement (the “Seller Representative”). Certain capitalized terms used but not otherwise defined in this Agreement are defined in Article XI hereof.
