AMENDMENT NO. 2 TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • June 19th, 2008 • Danka Business Systems PLC • Wholesale-professional & commercial equipment & supplies • New York
This Amendment No. 2 to the Stock Purchase Agreement (this “Amendment”), dated as of June 18, 2008, is entered into by and among Konica Minolta Business Solutions U.S.A., Inc., a New York corporation (“Purchaser”), Danka Business Systems PLC, a public limited company organized under the laws of England and Wales (“Parent”), and Danka Holding Company, a Delaware corporation (“Seller”). Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the Stock Purchase Agreement (as defined below).
The Cypress Group LLC New York, NY 10022Amended and Restated Letter Agreement • June 19th, 2008 • Danka Business Systems PLC • Wholesale-professional & commercial equipment & supplies • New York
Reference is made to that certain amended and restated letter agreement (the “Amended and Restated Letter Agreement”), dated April 22, 2008, by and among Cypress Merchant Banking Partners II L.P., a Delaware limited partnership, Cypress Merchant Banking II C.V., a limited partnership organized and existing under the laws of the Netherlands, and 55th Street Partners II L.P., a Delaware limited partnership (collectively, the “Cypress Shareholders”) and Danka Business Systems PLC, a public limited company organized under the laws of England and Wales (“Parent”). This second amended and restated letter agreement hereby amends and restates the Amended and Restated Letter Agreement in its entirety.
AMENDMENT NO. 2 TO VOTING AGREEMENTVoting Agreement • June 19th, 2008 • Danka Business Systems PLC • Wholesale-professional & commercial equipment & supplies • New York
This Amendment No. 2 to the Voting Agreement (this “Amendment”), dated as of June 18, 2008, is entered into by and among Konica Minolta Business Solutions U.S.A., Inc., a New York corporation (“Purchaser”), Cypress Merchant Banking Partners II L.P., a Delaware limited partnership, Cypress Merchant Banking II C.V., a limited partnership organized and existing under the laws of the Netherlands, and 55th Street Partners II L.P. a Delaware limited partnership (each, a “Stockholder” and collectively, the “Stockholders”).
