STOCK PURCHASE AGREEMENT by and among HARLAND CLARKE HOLDINGS CORP., MACANDREWS & FORBES HOLDINGS INC., DAVIS + HENDERSON CORPORATION, SPOKE ACQUISITION, INC. and D+H LTD. dated as of July 23, 2013Stock Purchase Agreement • July 24th, 2013 • Harland Clarke Holdings Corp • Blankbooks, looseleaf binders & bookbindg & relatd work • New York
This STOCK PURCHASE AGREEMENT, dated as of July 23, 2013 (this “Agreement”), is by and among Harland Clarke Holdings Corp., a Delaware corporation (“Seller”), Spoke Acquisition, Inc., an Oregon corporation (“Acquirer I”), and D+H Ltd., an Ontario corporation (“Acquirer II”), and, solely for the purposes of Section 4.2, Section 4.4, Section 4.21, Section 4.22, Section 8.3, Section 9.7 and Section 9.8, Davis + Henderson Corporation, a corporation incorporated under the laws of the Province of Ontario (“Parent”) and, solely for the purposes of Section 4.13, Section 4.16, Section 4.19, Section 8.2 and Section 9.9, MacAndrews & Forbes Holdings Inc., a Delaware corporation (“MFH”). As used herein, Acquirer I and Acquirer II shall be referred to herein, individually and collectively as the “Buyer,” with the obligations of Buyer herein being joint and not several.
