ESCROW AGREEMENT ($40,000,000)Escrow Agreement • January 10th, 2005 • Polaroid Holding Co • Photographic equipment & supplies • New York
ESCROW AGREEMENT, dated as of January 7, 2005 (this “Agreement”), is entered into by and among Petters Group Worldwide, LLC, a Delaware limited liability company (“Parent”), Petters Consumer Brands, LLC, a Delaware limited liability company (“Purchaser”), Polaroid Holding Company, a Delaware corporation (the “Company”), and Wells Fargo Bank, National Association, a national banking association, as escrow agent (the “Escrow Agent”). Parent, Purchaser and the Company are sometimes collectively referred to herein as the “Parties” and individually as a “Party.”
FORM OF VOTING AGREEMENTVoting Agreement • January 10th, 2005 • Polaroid Holding Co • Photographic equipment & supplies • Delaware
This VOTING AGREEMENT, dated as of January 7, 2005 (the “Agreement”), is entered into among PETTERS GROUP WORLDWIDE, LLC, a Delaware limited liability Company (“Parent”), PETTERS CONSUMER BRANDS, LLC, a Delaware limited liability company (“Purchaser”), and the principal stockholder of POLAROID HOLDING COMPANY, a Delaware corporation (the “Company”), whose signature appears on the signature page to this Agreement (the “Principal Stockholder”).
ESCROW AGREEMENTEscrow Agreement • January 10th, 2005 • Polaroid Holding Co • Photographic equipment & supplies • New York
ESCROW AGREEMENT, dated as of January 7, 2005 (this “Agreement”), is entered into by and among Petters Group Worldwide, LLC, a Delaware limited liability company (“Parent”), Petters Consumer Brands, LLC, a Delaware limited liability company (“Purchaser”), Polaroid Holding Company, a Delaware corporation (the “Company”), and Wells Fargo Bank, National Association, a national banking association, as escrow agent (the “Escrow Agent”). Parent, Purchaser and the Company are sometimes collectively referred to herein as the “Parties” and individually as a “Party.”
AGREEMENT AND PLAN OF MERGER by and among PETTERS GROUP WORLDWIDE, LLC, PETTERS CONSUMER BRANDS, LLC and POLAROID HOLDING COMPANY January 7, 2005Merger Agreement • January 10th, 2005 • Polaroid Holding Co • Photographic equipment & supplies • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of January 7, 2005 (this “Agreement”), among PETTERS GROUP WORLDWIDE, LCC, a Delaware limited liability company (“Parent”), PETTERS CONSUMER BRANDS, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Parent (“Purchaser”), and POLAROID HOLDING COMPANY, a Delaware corporation (the “Company”).
