STOCK ESCROW AGREEMENTStock Escrow Agreement • November 20th, 2009 • Archstone Consulting LLC • Services-management consulting services • Delaware
This Stock Escrow Agreement is entered into as of November 10, 2009 (this “Agreement”), among Archstone Acquisition Corp., a Florida corporation (“Acquisition Corp.”), Hackett-REL, Ltd (UK), a company organized under the laws of England and Wales (“Hackett UK”), the Hackett Group B.V. (“Hackett BV” and collectively with Hackett UK and Acquisition Corp, the “Buyers”), The Hackett Group, Inc., a Florida corporation (“Parent”), Archstone Consulting LLC, a Delaware limited liability company (“Company”), Archstone Consulting UK Limited, a company organized under the laws of England and Wales (“Archstone UK”), and Archstone Consulting Netherlands BV, a company organized under the laws of The Netherlands (“Archstone BV,” and together with Archstone UK, and the Company, the “Sellers”), and Computershare Trust Company, N.A., as escrow agent (the “Escrow Agent”).
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • November 20th, 2009 • Archstone Consulting LLC • Services-management consulting services • Delaware
This Lock-Up Agreement (this “Agreement”) is dated as of November 10, 2009 and made by the shareholder set forth on the signature page to this Agreement (the “Holder”). Any and all capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the Asset Purchase Agreement (as defined below).
STANDSTILL AGREEMENTStandstill Agreement • November 20th, 2009 • Archstone Consulting LLC • Services-management consulting services • Delaware
This STANDSTILL AGREEMENT, dated as of November 10, 2009 is made and entered into by each of the shareholders of the Company set forth on the signature pages hereto (each a “Shareholder” and collectively the “Shareholders”).
SCHEDULE 13D JOINT FILING AGREEMENTJoint Filing Agreement • November 20th, 2009 • Archstone Consulting LLC • Services-management consulting services
In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties set forth below agree to jointly file the Schedule 13D to which this joint filing agreement is attached, and have duly executed this joint filing agreement as of the date set forth below.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 20th, 2009 • Archstone Consulting LLC • Services-management consulting services • Delaware
This Registration Rights Agreement (the “Agreement”) is dated as of November 10, 2009, by and among The Hackett Group, Inc., a Florida corporation (the “Company”), and the shareholders of the Company listed on Schedule A of this Agreement. Each of the shareholders listed on Schedule A is sometimes referred to herein as a “Shareholder”, and collectively as the “Shareholders”.
