EX-10.1



 






Execution Copy




Exhibit 10.1




ASSET PURCHASE AGREEMENT




DATED




DECEMBER 19, 2005




AMONG




VECTOR INVESTMENT HOLDINGS, INC.,




VESTCOM INTERNATIONAL, INC.,




VESTCOM MID-ATLANTIC, INC.,




VESTCOM NEW CENTURY, LLC,




VESTCOM WISCONSIN, INC.,




ELECTRONIC IMAGING SERVICES, INC.,




VESTCOM MASSACHUSETTS, INC.,




VESTCOM NORTHWEST, INC.,




LIRPACO INC.,




COS INFORMATION INC.,




504087 N.B. INC.,




3013439 NOVA SCOTIA COMPANY, AND




VESTCOM ONTARIO INC.,




AS SELLERS




AND




BOWNE ENTERPRISE SOLUTIONS, LLC,




BOWNE OF CANADA, LTD., AND




BOWNE MBC, LLC,




AS PURCHASER





 









 








TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page	 
	ARTICLE I Certain Definitions	 	 	1	 
	 	 	 	 	 
	 	 	 	 
	          Section 1.1	 	Certain Definitions 
	 	 	1	 
	          Section 1.2	 	Interpretation 
	 	 	6	 
	 	 	 	 	 
	 	 	 	 
	ARTICLE II Purchase and Sale of Assets	 	 	6	 
	 	 	 	 	 
	 	 	 	 
	          Section 2.1	 	Purchase and Sale of Purchased Assets; Assumption of
Liabilities
	 	 	6	 
	          Section 2.2	 	Purchase Price 
	 	 	6	 
	          Section 2.3	 	Working Capital Adjustment 
	 	 	7	 
	 	 	 	 	 
	 	 	 	 
	ARTICLE III Closing	 	 	10	 
	 	 	 	 	 
	 	 	 	 
	ARTICLE IV Representations and Warranties Regarding the Sellers	 	 	11	 
	 	 	 	 	 
	 	 	 	 
	          Section 4.1	 	Organization and Qualification of the Sellers 
	 	 	11	 
	          Section 4.2	 	Authorization 
	 	 	11	 
	          Section 4.3	 	Non-Contravention 
	 	 	11	 
	          Section 4.4	 	No Consents 
	 	 	11	 
	          Section 4.5	 	Personal Property 
	 	 	12	 
	          Section 4.6	 	Real Property 
	 	 	12	 
	          Section 4.7	 	Financial Statements 
	 	 	12	 
	          Section 4.8	 	Absence of Certain Developments and Undisclosed
Liabilities
	 	 	13	 
	          Section 4.9	 	Governmental Authorizations; Licenses 
	 	 	13	 
	          Section 4.10	 	Litigation 
	 	 	14	 
	          Section 4.11	 	Taxes 
	 	 	14	 
	          Section 4.12	 	Insurance 
	 	 	15	 
	          Section 4.13	 	Environmental Matters 
	 	 	15	 
	          Section 4.14	 	Employee Matters 
	 	 	15	 
	          Section 4.15	 	Employee Benefit Plans 
	 	 	16	 
	          Section 4.16	 	Proprietary Rights 
	 	 	17	 
	          Section 4.17	 	Contracts 
	 	 	18	 
	          Section 4.18	 	Accounts Receivable 
	 	 	18	 
	          Section 4.19	 	Accounts Payable 
	 	 	18	 
	          Section 4.20	 	Books and Records 
	 	 	19	 
	          Section 4.21	 	Brokers 
	 	 	19	 
	          Section 4.22	 	Inventory 
	 	 	19	 
	          Section 4.23	 	Assets 
	 	 	19	 
	          Section 4.24	 	Customers 
	 	 	20	 
	          Section 4.25	 	Full Disclosure 
	 	 	20	 






-i-









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page	 
	ARTICLE V Representations and Warranties Regarding the Purchaser	 	 	20	 
	 	 	 	 	 
	 	 	 	 
	          Section 5.1	 	Organization 
	 	 	20	 
	          Section 5.2	 	Authorization 
	 	 	20	 
	          Section 5.3	 	Non-Contravention 
	 	 	20	 
	          Section 5.4	 	No Consents 
	 	 	20	 
	          Section 5.5	 	Brokers 
	 	 	21	 
	 	 	 	 	 
	 	 	 	 
	ARTICLE VI Additional Agreements	 	 	21	 
	 	 	 	 	 
	 	 	 	 
	          Section 6.1	 	Tax Matters 
	 	 	21	 
	          Section 6.2	 	Non-Competition 
	 	 	23	 
	          Section 6.3	 	Employees 
	 	 	25	 
	          Section 6.4	 	Best Efforts; Further Assurances 
	 	 	27	 
	          Section 6.5	 	Additional Assistance 
	 	 	27	 
	          Section 6.6	 	Removal of Assets 
	 	 	27	 
	          Section 6.7	 	Post-Closing Access to Records 
	 	 	28	 
	          Section 6.8	 	Certain Transition Services 
	 	 	28	 
	          Section 6.9	 	Conduct of Business Prior to the Closing 
	 	 	28	 
	          Section 6.10	 	Access to Information 
	 	 	29	 
	          Section 6.11	 	Bulk Transfer Laws 
	 	 	29	 
	          Section 6.12	 	Consents 
	 	 	29	 
	          Section 6.13	 	Sellers Financial Statements 
	 	 	30	 
	 	 	 	 	 
	 	 	 	 
	ARTICLE VII Conditions to Closing	 	 	31	 
	 	 	 	 	 
	 	 	 	 
	          Section 7.1	 	Conditions to Obligations of the Sellers 
	 	 	31	 
	          Section 7.2	 	Conditions to Obligations of the Purchaser 
	 	 	31	 
	 	 	 	 	 
	 	 	 	 
	ARTICLE VIII Survival of Representations and Warranties; Indemnification	 	 	32	 
	 	 	 	 	 
	 	 	 	 
	          Section 8.1	 	Survival of Representations and Warranties 
	 	 	33	 
	          Section 8.2	 	Indemnification 
	 	 	33	 
	          Section 8.3	 	Procedures for Third Party Claims 
	 	 	34	 
	          Section 8.4	 	Procedures for Inter-Party Claims 
	 	 	35	 
	          Section 8.5	 	Offset to Indemnification 
	 	 	35	 
	          Section 8.6	 	Remedies Limited 
	 	 	36	 
	 	 	 	 	 
	 	 	 	 
	ARTICLE IX Termination	 	 	36	 
	 	 	 	 	 
	 	 	 	 
	          Section 9.1	 	Termination 
	 	 	36	 
	          Section 9.2	 	Effect of Termination 
	 	 	37	 






-ii-









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page	 
	ARTICLE X Miscellaneous	 	 	37	 
	 	 	 	 	 
	 	 	 	 
	          Section 10.1	 	Notices 
	 	 	37	 
	          Section 10.2	 	Expenses 
	 	 	38	 
	          Section 10.3	 	Governing Law; Consent to Jurisdiction; Waiver of Trial
by Jury
	 	 	38	 
	          Section 10.4	 	No Assignment; Successors and Assigns; No Third Party
Rights
	 	 	39	 
	          Section 10.5	 	Counterparts; Facsimile 
	 	 	39	 
	          Section 10.6	 	Titles and Headings 
	 	 	39	 
	          Section 10.7	 	Entire Agreement 
	 	 	39	 
	          Section 10.8	 	Amendment and Modification 
	 	 	39	 
	          Section 10.9	 	Public Announcement 
	 	 	39	 
	          Section 10.10	 	Waiver 
	 	 	39	 
	          Section 10.11	 	Severability 
	 	 	39	 
	          Section 10.12	 	No Strict Construction 
	 	 	40	 






-iii-









 






LIST OF SCHEDULES AND EXHIBITS




Schedules




Schedule 2.1

Schedule 4.1

Schedule 4.4

Schedule 4.5

Schedule 4.6

Schedule 4.7(a)

Schedule 4.7(b)

Schedule 4.7(c)

Schedule 4.7(d)

Schedule 4.7(f)

Schedule 4.8

Schedule 4.9

Schedule 4.10

Schedule 4.11

Schedule 4.12

Schedule 4.13

Schedule 4.14

Schedule 4.14(v)

Schedule 4.14(vi)

Schedule 4.16

Schedule 4.17(a)

Schedule 4.17(b)(i)

Schedule 4.17(b)(ii)

Schedule 4.17(c)

Schedule 4.17(d)

Schedule 4.18

Schedule 4.19

Schedule 4.22

Schedule 4.24

Schedule 6.2

Schedule 7.2(ix)




	 	 	 
	Exhibits	 	 
	 
	Exhibit A
	 	Targeted Working Capital Calculation
	Exhibit B
	 	Transition Services Agreement
	Exhibit C
	 	Definition of MBC Business







-iv-









 








ASSET PURCHASE AGREEMENT




     ASSET PURCHASE AGREEMENT (the “Agreement”), dated as of December 19, 2005, among
VECTOR INVESTMENT HOLDINGS, INC., a Delaware corporation (“Vector”), VESTCOM INTERNATIONAL,
INC., a New Jersey corporation (“Vestcom”), VESTCOM MID-ATLANTIC, INC., a Delaware
corporation (“Mid-Atlantic”), VESTCOM NEW CENTURY, LLC, a Delaware limited liability
company (“New Century”), VESTCOM WISCONSIN, INC., a Wisconsin corporation
(“Wisconsin”), ELECTRONIC IMAGING SERVICES, INC., a Delaware corporation (“EIS”),
VESTCOM MASSACHUSETTS, INC., a Massachusetts corporation (“Massachusetts”), VESTCOM
NORTHWEST, INC., a Delaware corporation (“Northwest”), LIRPACO INC., a Canada corporation
(“Lirpaco”), COS INFORMATION INC., a Quebec, Canada corporation (“COS”), 504087
N.B. INC., a New Brunswick, Canada corporation (“NB”), 3013439 Nova Scotia Company, a Nova
Scotia corporation (“Nova Scotia”) and VESTCOM ONTARIO INC., an Ontario, Canada corporation
(“Ontario”) (each of Vestcom, Mid-Atlantic, New Century, Wisconsin, EIS, Massachusetts,
Northwest, Lirpaco, COS, NB, Nova Scotia and Ontario, a “Seller” and collectively, the
“Sellers”) and BOWNE ENTERPRISE SOLUTIONS, LLC, a New York limited liability company, BOWNE
OF CANADA, LTD., a Canadian limited liability company and BOWNE MBC, LLC, a Delaware limited
liability company (collectively, the “Purchaser”).



W I T N E S S E T H:




     WHEREAS, each Seller desires to sell and transfer to the Purchaser, and the Purchaser desires
to purchase from each Seller, substantially all of the assets used by each Seller in conducting its
“MBC Business” (as hereinafter defined);



     NOW, THEREFORE, in consideration of the premises and of the mutual agreements,
representations, warranties and covenants contained herein, and intending to be legally bound, the
parties hereto hereby agree as follows:



ARTICLE I




Certain Definitions




     Section 1.1. Certain Definitions. As used in this Agreement, the following terms have the
respective meanings set forth below.



     “Action” means Rodriguez v. Vestcom Mid-Atlantic, Inc., et al, dated February 25, 2005 and
Chavez v. Vestcom Mid-Atlantic, Inc., et al, dated September 9, 2004.



     “Affiliate” means, with respect to any Person, any other Person who, directly or indirectly,
through one or more intermediaries, controls, is controlled by, or is under common control with,
such Person. The term “control” means the possession, directly or
indirectly, of the power to direct or cause the direction of



 









 




the management and policies of a
Person, whether through the ownership of voting securities, by contract or otherwise, and the terms
“controlled” and “controlling” have meanings correlative thereto.




     “Agreement” means this Asset Purchase Agreement.



     “Assumed Liabilities” means (a) those liabilities and obligations of each Seller that arise
after the Closing Date under the (i) real estate leases of each Seller listed on Schedule 4.6, (ii)
equipment and operating leases assigned to the Purchaser and (iii) other Contracts listed on
Schedule 4.17 that are assigned to the Purchaser, and (b) the Total Current Working Capital
Liabilities as of the Closing Date. For the avoidance of doubt, except for those categories of
Liabilities set forth in Exhibit A, the Assumed Liabilities do not include, without limitation, any
Liabilities that arose or accrued prior to the Closing Date or to the extent relating to any
Environmental Law, arose from any condition or event existing on, occurring as of or prior to the
Closing Date, including without limitation all matters identified in Schedule 4.13, or any
Liabilities relating to any terms and conditions of employment existing on, occurring as of or
prior to the Closing Date, including but not limited to any Liabilities relating to or arising from
the Action and/or any matters referenced in, alleged or which could have been alleged in the
Action.



     “Business Day” means a day, other than a Saturday or Sunday, on which commercial banks in New
York are open for the general transaction of business.



     “Closing” has the meaning ascribed to such term in Article III.



     “Closing Date” has the meaning ascribed to such term in Article III.



     “Closing Working Capital Amount” means the amount equal to Total Current Working Capital
Assets as of the Closing Date minus Total Current Working Capital Liabilities as of the Closing
Date.



     “Code” means the Internal Revenue Code of 1986, or any subsequent legislative enactment
thereof, as amended and in effect from time to time.



     “Contracts” has the meaning ascribed to such term in Section 4.17.



     “Controlled Group” has the meaning ascribed to such term in Section 4.15.



     “Damages” has the meaning ascribed to such term in Section 8.2.



     “Employee Benefit Plan” has the meaning ascribed to such term in Section 4.15.



     “Encumbrances” has the meaning ascribed to such term in Section 4.3.



-2-









 





     “Environmental Laws” means any federal, state or local law, statute, ordinance, rule,
regulation, license, permit, authorization, approval, consent, court order, judgment, decree,
injunction, code, requirement or agreement, (x) relating to pollution (or the cleanup thereof or
the filing of information with respect thereto), human health or the protection of air, surface
water, ground water, drinking water supply, land (including land surface or subsurface), plant and
animal life or any other natural resource, or (y) concerning exposure to, or the use, storage,
recycling, treatment, generation, transportation, processing, handling, labeling, production or
disposal of Regulated Substances, in each case as amended and as now or hereafter in effect. The
term Environmental Law includes, without limitation, (i) the Comprehensive Environmental Response
Compensation and Liability Act of 1980, the Water Pollution Control Act, the Clean Air Act, the
Clean Water Act, the Solid Waste Disposal Act (including the Resource Conservation and Recovery Act
of 1976 and the Hazardous and Solid Waste Amendments of 1984), the Toxic Substances Control Act,
the Insecticide, Fungicide and Rodenticide Act, the Occupational Safety and Health Act of 1970,
each as amended and as now or hereafter in effect, and (ii) any common law or equitable doctrine
(including, without limitation, injunctive relief and tort doctrines such as negligence, nuisance,
trespass and strict liability) that may impose liability or obligations for injuries or damages due
to or threatened as a result of the presence of, exposure to, or ingestion of, any Regulated
Substance.



     “Excluded Assets” means (i) any Tax refund and (ii) all other businesses and assets of the
Sellers and of Vestcom’s other subsidiaries that are not Purchased Assets, including, without
limitation, the Retail Business of any of Vestcom’s subsidiaries and the assets related thereto.



     “Environmental Permits” has the meaning ascribed to such term in Section 4.13.



     “Excluded Liabilities” means those Liabilities that are not specifically assumed by the
Purchaser under this Agreement. Excluded Liabilities include, without limitation, (i) any and all
liabilities for violation of Environmental Laws by Sellers that arose from any condition or event
existing on, occurring as of or prior to the Closing Date; (ii) any litigation arising from or
relating to facts or circumstances or any conduct of Sellers prior to or as of the Closing Date,
including but not limited to any Liabilities relating to or arising from the Action and/or any
matters referenced in, alleged or which could have been alleged in the Action; (iii) any
liabilities in respect of or arising out of any and all Taxes of Sellers pursuant to Section 6.1;
(iv) any liabilities arising in connection with Excluded Assets; (v) any obligations or liabilities
of Sellers to any of their employees or to any other Person under any employment contract or
Employee Benefit Plan, or for wages, salaries, other compensation or employee benefits, or with
respect to compliance with applicable legal requirements relating to minimum wages, overtime rates,
labor or employment, pertaining to periods ending or obligations incurred prior to the Closing Date
or which arise by reason of the termination of such Persons as employees of Sellers or their
non-hire by



-3-









 




Purchaser; (vi) any Liabilities relating to, or in respect of, any individual who is
not a Hired Employee, (vii) any debt, trade payable or accounts payable
of Sellers (except to the extent provided for in the Closing Date Working Capital Amount); and
(viii) any other liabilities of Sellers of any nature, but excluding the Assumed Liabilities.




     “GAAP” means United States generally accepted accounting principles and practices in effect
from time to time and applied consistently throughout the periods involved.



     “Governmental Authority” means any national, federal, state, provincial, county, municipal or
local government, foreign or domestic, or the government of any political subdivision of any of the
foregoing, or any entity, authority, agency, ministry or other similar body exercising executive,
legislative, judicial, regulatory or administrative authority or functions of or pertaining to
government, including any authority or other quasi-governmental entity established to perform any
of such functions.



     “Indemnified Party” has the meaning ascribed to such term in Section 8.2.



     “Indemnifying Party” has the meaning ascribed to such term in Section 8.2.



     “Knowledge”, in the context of the Sellers, means the actual current knowledge after
reasonable inquiry of John Mortenson, Ami Beers, Joel Cartun, Coleen McCaffery, Tom Smith, Mike
Nevolo, Joe Mislinski, Russell Radil, Richard Lusch, Pierre Dallaire, Joseph Barrett, III and Craig
Volwiler.



     “Leased Real Property” has the meaning ascribed to such term in Section 4.6.



     “Leases” has the meaning ascribed to such term in Section 4.6.



     “Liabilities” means any and all debts, liabilities and obligations, award of damages and/or
attorney’s fees, whether accrued or fixed, absolute or contingent, matured or unmatured or
determined or determinable, including, without limitation, those arising under any law,
Environmental Law, any Governmental Authority and those arising under any contract, agreement,
arrangement, commitment or undertaking.



     “Material Adverse Effect” means any change, circumstance, event or effect that, individually
or in the aggregate, materially and adversely affects the business, financial condition or results
of operations of the Sellers with respect to the MBC Business.



-4-









 





     “MBC Business” means the entire business of the Sellers described in Exhibit C attached
hereto. For purposes of this Agreement, the MBC Business does not include the Retail Business.



     “MBC Business Employee” has the meaning ascribed to such term in Section 4.14.



     “October Financials” has the meaning ascribed to such term in Section 4.7(f).



     “Person” means an individual, partnership, corporation, joint stock company, unincorporated
organization or association, trust or joint venture, or a governmental agency or political
subdivision thereof.



     “Proprietary Rights” means all patents, patent registrations, patent applications, trademarks,
trade names, service marks, domain names, trade dress, logos, trademark and service mark
registrations and applications therefor, copyrights, copyright registrations, copyright
applications, technology, inventions, computer software (including code in any form), data,
databases and documentation (including electronic media), website content, trade secrets, know-how,
customer lists, processes, other intellectual property and proprietary information or rights
related to or which have been or are currently used in the conduct of the Sellers’ MBC Business and
permits, licenses or other agreements to or from third parties regarding the foregoing, but
excluding the name “Vestcom” and any rights related thereto (except that Purchaser shall be
permitted to use the name “Vestcom” for the time period specified in the Transition Services
Agreement described in this Agreement).



     “Purchased Assets” means all of each Seller’s rights, title and interests in and to the
respective assets of such Seller on the Closing Date pertaining to each Seller’s MBC Business,
including, without limitation:




	 	(i)	 	all furniture, fixtures, leasehold improvements, plants,
structures and buildings, computer equipment, software, software licenses,
communication equipment, inventory, equipment, supplies (including, without
limitation, postage supplies) and any other miscellaneous assets listed on
Schedule 4.5;
	 
	 	(ii)	 	all vehicles listed on Schedule 4.5;
	 
	 	(iii)	 	Total Current Working Capital Assets;
	 
	 	(iv)	 	all books and records (or copies thereof), personnel and
independent contractor records, financial records, insurance and workers
compensation histories and advertising or 




-5-









 






	 	 	 	promotional materials relating to each Seller’s MBC Business;






	 	(v)	 	all rights under all real property leases listed on Schedule
4.6 and any and all security deposits related thereto;
	 
	 	(vi)	 	all rights under the Contracts;
	 
	 	(vii)	 	all telephone numbers listed on Schedule 4.16;
	 
	 	(viii)	 	all customer lists and data (in any media, including electronic) of each
Seller pertaining to such Seller’s MBC Business;
	 
	 	(ix)	 	all Proprietary Rights of each Seller pertaining to such
Seller’s MBC Business, including, without limitation, those listed on Schedule
4.16; and
	 
	 	(x)	 	all goodwill and going concern value associated with each
Seller’s MBC Business.





     “Regulated Substances” means pollutants, contaminants, hazardous or toxic substances,
compounds or related materials or chemicals, hazardous materials (including, but not limited to
radon, radioactive materials, asbestos, urea formaldehyde foam insulation, toxic mold and
polychlorinated biphenyls), hazardous waste, flammable explosives, medical waste or by-products,
petroleum and petroleum products (including, but not limited to, waste petroleum and petroleum
products) and any other material regulated under applicable Environmental Laws.



     “Related Party Transaction” has the meaning ascribed to such term in Section 4.7(e).



     “Retail Business” means the business of certain subsidiaries of Vestcom involving the
provision of marketing services, including, but not limited to, shelf labels, signage, direct mail
and in-store advertising to the retail and packaged goods industries.



     “Sellers Financial Statements” has the meaning ascribed to such term in Section 6.13.



     “Storage Tank” has the meaning ascribed to such term in Section 8.2(a).



     “Survival Period” has the meaning ascribed to such term in Section 8.1.



     “Taxes” means any and all federal, state, provincial, local, foreign and other taxes, levies,
fees, imposts, duties and similar governmental charges (including any interest, fines, assessments,
penalties or additions to tax imposed



-6-









 




in connection therewith or with respect thereto) including
taxes imposed on, or measured by, income, franchise, profits or gross receipts, ad valorem, value
added, capital gains, sales, goods and services, use, real or personal property, capital stock,
license, branch, payroll, estimated withholding, employment, social security (or similar),
unemployment, compensation, utility, severance, production, excise, stamp, occupation, premium,
windfall profits, transfer and gains taxes, and customs duties.




     “Tax Return” means any return, report, statement, exhibit, attachment or other similar
information required to be supplied to or filed with a Governmental Authority with respect to
Taxes.



     “Third Party Claim” has the meaning ascribed to such term in Section 8.3.



     “Total Current Working Capital Assets” means the aggregate of all net accounts receivable,
postage receivable, inventory, prepaid postage and prepaid expenses/other current assets of each
Seller pertaining to such Seller’s MBC Business.



     “Total Current Working Capital Liabilities” means the aggregate of all accounts payable,
accrued expenses, advanced postage and other current liabilities of each Seller pertaining to such
Seller’s MBC Business.



     Section 1.2. Interpretation. Unless otherwise indicated to the contrary herein by the context
or use thereof: (i) the words, “herein,” “hereto,” “hereof” and words of similar import refer to
this Agreement as a whole and not to any particular Section or paragraph hereof; (ii) words
importing the masculine gender shall also include the feminine and neutral genders, and vice versa;
and (iii) words importing the singular shall also include the plural, and vice versa.



ARTICLE II




Purchase and Sale of Assets




     Section 2.1. Purchase and Sale of Purchased Assets; Assumption of Liabilities. Upon the terms
and subject to the conditions of this Agreement and on the basis of the representations, warranties
and agreements contained herein, at the Closing (as defined in Article III hereto), (i) each Seller
shall sell, assign, transfer, convey and deliver to the Purchaser all of such Seller’s right, title
and interest in and to the Purchased Assets and the Purchaser shall purchase such Purchased Assets
from each Seller and (ii) the Purchaser shall assume all of the Assumed Liabilities, all in
accordance with Schedule 2.1 attached hereto. For the avoidance of doubt, the Purchased Assets
relate only to each Seller’s MBC Business and not to any other business of any Seller, including,
without limitation, the Retail Business.



-7-









 





     Section 2.2. Purchase Price.



     (a) The aggregate purchase price for the Purchased Assets is $30.0 million (the “Purchase
Price”), subject to the working capital adjustments set forth in Section 2.3 hereof. If the
Closing Working Capital Amount, as determined pursuant to Section 2.3, is less than $3,900,000,
then the Purchase Price shall be adjusted downward, dollar for dollar, in an amount equal to the
amount by which the Closing Working Capital Amount is less than $3,900,000. If the Closing Working
Capital Amount, as determined pursuant to Section 2.3, is greater than $4,500,000, then the
Purchase Price shall be adjusted upward, dollar for dollar, in an amount equal to the amount by
which the Closing Working Capital Amount is greater than $4,500,000. If the Closing Working
Capital Amount, as determined pursuant to Section 2.3, is between $3,900,000 and $4,500,000, there
shall be no adjustment to the Purchase Price.



     (b) The Purchaser shall pay the Purchase Price in full to Vestcom, on behalf of the Sellers,
at the Closing by wire transfer in immediately available funds. Such payment will be made to an
account designated at least three (3) days prior to the Closing Date by Vestcom, on behalf of the
Sellers.



     Section 2.3. Working Capital Adjustment.



     (a) Within ninety (90) days after the Closing, Purchaser shall provide Vestcom, on behalf of
the Sellers, with its calculation of the Closing Working Capital Amount, along with data to support
such calculation. The Closing Working Capital Amount shall be prepared and determined in
accordance with GAAP, utilizing the methodology used in preparing Exhibit A attached hereto and the
categories of assets and liabilities set forth in Exhibit A attached hereto. The Closing Working
Capital Amount shall be binding and conclusive upon, and deemed accepted by, the Sellers unless
Vestcom, on behalf of the Sellers, shall have notified Purchaser in writing within thirty (30) days
after receipt of Purchaser’s calculation of the Closing Working Capital Amount (the “Objection
Notice”) that it disputes the Closing Working Capital Amount as calculated by Purchaser. If
Purchaser receives such an Objection Notice from Vestcom, on behalf of the Sellers, Purchaser will
provide Vestcom, on behalf of the Sellers, and its authorized representatives with commercially
reasonable access during normal business hours to all books, records and personnel of Purchaser as
Vestcom, on behalf of the Sellers, may reasonably request in order to verify the accuracy of the
Closing Working Capital Amount. The Objection Notice shall specify in reasonable detail (i) those
items that Vestcom, on behalf of the Sellers, disputes, (ii) the amounts of any adjustments to the
Closing Working Capital Amount that are necessary in Vestcom’s judgment to conform to the
provisions of this Agreement and (iii) Vestcom’s, on behalf of the Sellers, reasons for
such disputes and adjustments.



     (b) If Purchaser and Vestcom, on behalf of the Sellers, cannot agree on the Closing Working
Capital Amount within twenty (20) days after receipt by



-8-









 




Purchaser of the Objection Notice, the
parties shall submit their final calculations of the items in dispute to an independent nationally
recognized accounting firm selected upon mutual agreement of Vestcom, on behalf of the Sellers, and
Purchaser, for resolution within thirty (30) days. Such independent accounting firm shall review
such final calculations and the applicable books and records and determine the Closing Working
Capital Amount, such determination to be made in accordance with the provisions of this Agreement
(including Exhibit A attached hereto). The determination made by such accounting firm shall be
final and binding on the parties.




     (c) The party (either the Purchaser or Vestcom, on behalf of the Sellers) that the accounting
firm determines to be more incorrect in its calculation of the Closing Working Capital Amount shall
be responsible for all of the accounting firm’s costs and expenses related to the resolution of
this issue.



     (d) If the Closing Working Capital Amount, as finally determined by the passage of the
deadline for an Objection Notice without one being given or by any other final determination or
acceptance in accordance with this Section 2.3, results in an adjustment in favor of the Purchaser,
then the amount of such adjustment, as determined pursuant to Section 2.2(a), shall be paid by
Vestcom, on behalf of the Sellers, to Purchaser within five (5) business days after the date of
such final determination or acceptance. If the Closing Working Capital Amount, as finally
determined by the passage of the deadline for an Objection Notice without one being given or by any
other final determination or acceptance in accordance with this Section 2.3, results in an
adjustment in favor of the Sellers, then the amount of such adjustment, as determined pursuant to
Section 2.2(a), shall be paid by Purchaser to Vestcom, on behalf of the Sellers, within five (5)
business days after the date of such final determination or acceptance. Any payment due under this
Section 2.3 shall be made by wire transfer in immediately available funds in accordance with wiring
instructions furnished by the recipient of such payment at least three (3) business days prior to
the date of payment.



ARTICLE III




Closing




     The closing of the transactions contemplated by this Agreement (herein referred to as the
“Closing”) shall take place at the offices of Lowenstein Sandler PC, 65 Livingston Avenue,
Roseland, New Jersey 07068, or at such other location as may be mutually agreed upon by the Sellers
and the Purchaser, on January 3, 2006, which date shall be referred to as the “Closing
Date”. The Closing shall be effective as of 12:01 a.m. New York Time on January 1, 2006.



-9-









 





ARTICLE IV




Representations and Warranties Regarding the Sellers




     Vestcom, on behalf of itself and the other Sellers, represents and warrants to the Purchaser
as follows:



     Section 4.1. Organization and Qualification of the Sellers. Each Seller is duly organized,
validly existing and in good standing under the laws of the jurisdiction of its organization, with
full power and authority to own or lease its properties and assets and to carry on its business as
presently conducted. Each Seller is duly qualified to do business as a foreign corporation in all
other jurisdictions where the nature of its business requires such qualification, except where the
failure to so qualify could not result in a Material Adverse Effect with respect to such Seller’s
MBC Business. A true and complete list of the jurisdictions in which each Seller is qualified to
do business is set forth on Schedule 4.1 annexed hereto.



     Section 4.2. Authorization. Each Seller has full power and authority to execute and deliver
this Agreement and to perform its obligations hereunder. This Agreement has been duly authorized,
executed and delivered by each Seller and constitutes a valid and binding agreement of each Seller,
enforceable against each Seller in accordance with its terms.



     Section 4.3. Non-Contravention. Neither the execution and delivery of this Agreement nor the
performance by each Seller of its respective obligations hereunder will (i) contravene any
provision contained in its Certificate of Incorporation or by-laws or other applicable documents of
formation, (ii) violate or result in a breach (with or without the lapse of time, the giving of
notice or both) of or constitute a default under (A) any contract, agreement, commitment,
indenture, mortgage, lease, pledge, note, license, permit or other instrument or obligation or (B)
any judgment, order, decree, law, rule or regulation or other restriction of any Governmental
Authority, in each case to which any of the Purchased Assets and the MBC Business are subject,
(iii) result in the creation or imposition of any lien, claim, charge, mortgage, pledge, security
interest, equity, restriction or other encumbrance (collectively, “Encumbrances”) on any of
the Purchased Assets or the MBC Business or (iv) result in the increase or acceleration of, or
permit any Person to increase, accelerate or declare due and payable prior to its stated maturity,
any liability relating to the Purchased Assets, the Assumed Liabilities or the MBC Business,
except, with respect to clauses (ii), (iii) and (iv) above, for any such violation, breach,
Encumbrance or acceleration which could not result in a Material Adverse Effect with respect to
such Seller’s MBC Business.



     Section 4.4. No Consents. Except as set forth in Schedule 4.4, no notice to, filing with, or
authorization, registration, consent or approval of any Governmental Authority or other Person is
necessary for the execution, delivery



-10-









 




or performance of this Agreement or the consummation of the
transactions contemplated hereby by Sellers.




     Section 4.5. Personal Property. Schedule 4.5 sets forth a true and complete list of all items
of personal property with a book value on September 30, 2005 of at least $3,000 (including, without
limitation, furniture, fixtures, equipment, inventory and vehicles), owned and leased, used by each
Seller in, and necessary to each Seller’s conduct of, its MBC Business. Except for liens on the
Purchased Assets which will be released in connection with the Closing and liens on leased
equipment, which will be transferred to Purchaser, each Seller has good and marketable title to (or
valid leasehold or contractual interests in) all personal property constituting Purchased Assets,
free and clear of any Encumbrances. Except as set forth in Schedule 4.5, all such personal
property constituting Purchased Assets is in good operating condition, ordinary wear and tear
excepted. Each Seller is in compliance with all material terms and conditions of each such lease
to which it is a party.



     Section 4.6. Real Property. None of the Sellers nor any of their Affiliates owns any real
property or interests in real property used, held for use, occupied or operated in
connection with the MBC Business. Each Seller has a valid leasehold interest in all plants,
structures, buildings, or portions of such buildings, fixtures and improvements used, held for use,
occupied or operated in connection with such Seller’s MBC Business (collectively, the “Leased
Real Property”), which interest is free and clear of all Encumbrances. Schedule 4.6 sets forth
a true and complete list of all Leased Real Property and lists all lease agreements (including all
amendments and modifications thereto) pursuant to which the Sellers lease, sublease, license or
otherwise occupy the Leased Real Property (each a “Lease”, collectively, the “Leases”), which are
part of the Purchased Assets and the MBC Business, and the amount remaining, if any, in the
“improvement fund” established under the lease for the West Caldwell, New Jersey property. Except
as set forth in Schedule 4.6, all plants, structures, buildings, improvements and fixtures located
on the Leased Real Property are in good operating condition and repair, ordinary wear and tear
excepted. Each Seller is in compliance with all the material terms and conditions of each Lease to
which it is a party. Each Lease is in full force and effect and is valid and enforceable in
accordance with its terms, and there is no material default under any Lease either by the Seller
party thereto or, to the Seller’s Knowledge, by any other party thereto, and no event has occurred
that, with the lapse of time or the giving of notice or both, would constitute a default by such
Seller thereunder. Except as set forth on Schedule 4.4, the consent of the landlord or any other
Person to the transactions contemplated by this Agreement is not required by the terms of any
Lease. Except as set forth on Schedule 4.6, none of the Leased Real Property is subject to any
option, right, concession or other agreement, written or oral, granting to any other Person any
right to purchase, use or occupy such Leased Real Property or any part thereof.



     Section 4.7. Financial Statements.



-11-









 





     (a) Attached hereto as Schedule 4.7(a) is a true and complete copy of the consolidated audited
balance sheet of Vector Investment Holdings, Inc. (“Vector”) as at December 31, 2004, 2003
and since ownership in 2002 and the related consolidated audited statements of operations,
shareholder’s equity and cash flows, together with the notes thereto, for the three years ended
December 31, 2004 (collectively, the “Audited Financial Statements”). The Financial
Statements have been prepared in conformity with GAAP, applied on a consistent basis throughout the
respective periods and present fairly the financial condition and results of operations of Vector
and the Sellers, on a consolidated basis, as of and for the periods included therein.



     (b) Attached hereto as Schedule 4.7(b) is a true and complete copy of Vector’s unaudited
balance sheet and the related unaudited statements of operations and cash flows for the nine months
ended September 30, 2004 and September 30, 2005 (collectively, the “Interim Financial
Statements”, and together with the Audited Financial Statements, the “Financial
Statements”). The Interim Financial Statements have been prepared in conformity with GAAP,
applied on a consistent basis throughout the respective periods and on a consistent basis with the
Financial Statements, and present fairly the financial condition and results of operations of Vector and the Sellers, on a
consolidated basis, as of and for the periods included therein.



     (c) Attached hereto as Schedule 4.7(c) is a true and complete copy of the unaudited carve-out
statements of operations for the MBC Business for the years ended December 31, 2004 and 2003 and
for the nine months ended September 30, 2004 and September 30, 2005 and the unaudited carve-out
balance sheets for the MBC Business as of June 30, 2005 and September 30, 2005 (collectively, the
“Carve-Out Financials”). Except as set forth on Schedule 4.7(c), the Carve-Out Financials
(i) have been prepared by the Sellers in good faith, in a consistent manner and in accordance with
the Sellers’ accounting policies and procedures, (ii) have been prepared in accordance with GAAP
consistently applied, (iii) have been derived in good faith from the books and records of the
Sellers, which books and records have been properly and accurately maintained, (iv) set forth the
Sellers’ good faith allocations between Vector and each of the Sellers in connection with the MBC
Business and (v) present fairly in all material respects the consolidated financial position and
results of operations of the MBC Business for the periods or as of the dates set forth therein.



     (d) Attached hereto as Schedule 4.7(d) is a true and complete copy of the unaudited
reconciliations of the statements of operations included as part of the Carve-Out Financials to the
Financial Statements (the “Reconciliations”). Except as set forth in such Reconciliations,
the Reconciliations (i) have been prepared by the Sellers in good faith, in a consistent manner and
in accordance with the Sellers’ accounting policies and procedures, (ii) have been derived in good
faith from the books and records of the Sellers, which books and records



-12-









 




have been properly and
accurately maintained and (iii) set forth the Sellers’ good faith allocations between Vector and
each of the Sellers in connection with the MBC Business.




     (e) Except as described in the Financial Statements, there is no transaction, agreement or
arrangement between any Seller and any Person that would constitute a “Related Transaction” within
the meaning of Item 404 of Regulation S-K under the Securities Exchange Act of 1934, as amended (a
“Related Party Transaction”).



     (f) Attached hereto as Schedule 4.7(f) is a true and complete copy of the unaudited carve-out
statements of operations for the MBC Business for the one month ended October 31, 2004 and the one
month ended October 31, 2005 (the “October Financials”). Except as set forth on Schedule
4.7(f), the October Financials (i) have been prepared by the Sellers in good faith, in a consistent
manner and in accordance with the Sellers’ accounting policies and procedures, (ii) have been
prepared in accordance with GAAP consistently applied, (iii) have been derived in good faith from
the books and records of the Sellers, which books and records have been properly and accurately
maintained, (iv) set forth the Sellers’ good faith allocations between Vector and each of the
Sellers in connection with the MBC Business and (v) present fairly in all material respects the
consolidated results of operations of the MBC Business for the periods set forth therein.



     Section 4.8. Absence of Certain Developments and Undisclosed Liabilities. Since January 1,
2005, there has been no Material Adverse Effect, or any development which could result in a
Material Adverse Effect, with respect to the MBC Business, except as set forth on Schedule 4.8.
Since January 1, 2005, except as set forth on Schedule 4.8, each Seller has conducted its MBC
Business in the ordinary and usual course consistent with past practices and there has not been,
any (i) change in any employment terms for any MBC Business Employee (except for increases in
salary or wages in the ordinary course of business consistent with past practice), or (ii)
establishment, adoption, entrance into, amendment or termination of any Employee Benefit Plan
(other than as may be required by the terms of an existing Employee Benefit Plan, or as may be
required by applicable law or in order to qualify under Sections 401 and 501 of the Code). Sellers
do not have any material Liabilities (nor is there any past or present fact, situation,
circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action,
failure to act or transaction that could, individually or in the aggregate, reasonably be expected
to give rise to any material Liabilities), except for (i) Liabilities set forth on Schedules 4.8,
4.10 and 4.13 or in the Financial Statements and (ii) unknown Liabilities which Sellers could not
reasonably be expected to have knowledge of.



     Section 4.9. Governmental Authorizations; Licenses. Each Seller’s MBC Business has been
operated in material compliance with all applicable laws, rules, regulations, codes, ordinances,
orders, policies and guidelines of all



-13-









 




Governmental Authorities. Except as set forth on Schedule
4.9, each Seller has all permits, licenses, approvals, certificates, titles, and other
authorizations, and has made all notifications, registrations, certifications and filings with all
Governmental Authorities, necessary or advisable for the operation of such Seller’s MBC Business as
currently conducted, except where the failure to obtain such permits, licenses, approvals,
certificates, titles and authorizations, and to make such notifications, registrations,
certifications or filings, could not result in a Material Adverse Effect with respect to such
Seller’s MBC Business. There is no action, case or proceeding pending or, to any Seller’s
Knowledge, threatened, by any Governmental Authority with respect to (i) any alleged violation by
the Seller of any law, rule, regulation, code, ordinance, order, policy or guideline of any
Governmental Authority relating to any Seller’s MBC Business, or (ii) any alleged failure by any
Seller to have any permit, license, approval, certification or other authorization required in
connection with the operation of any Seller’s MBC Business.




     Section 4.10. Litigation. Except as set forth in Schedule 4.10, there are no lawsuits,
actions, proceedings, claims, orders or investigations pending or, to any Seller’s Knowledge,
threatened against any Seller relating to the MBC Business, nor any outstanding judgments, orders,
writs, injunctions or decrees of any Governmental Authority against the Sellers which would result
in liability to the MBC Business in excess of $5,000 (whether or not insured) or that would
materially affect or delay the Sellers performance of this Agreement.



     Section 4.11. Taxes. (a) All Tax Returns required to be filed by Sellers on or before the
date hereof have been filed within the time and in the manner provided by law, and all such Tax
Returns are true, correct and complete in all material respects. All Tax Returns required to be
filed by the Sellers after the date hereof and on or before the Closing Date shall be prepared and
timely filed (or an extension to file shall have been validly obtained) in a manner consistent with
prior years and applicable laws and regulations. The Sellers have timely paid all deficiencies or
other assessments of Taxes owed by them (whether or not shown on any Tax Return) on or before the
date hereof. Any Taxes required to be paid by or on behalf of the Sellers after the date hereof
and on or before the Closing Date will be timely paid. To the Knowledge of the Sellers, no claim
has ever been made by an authority in any jurisdiction where Sellers do not file Tax Returns that
Sellers may be subject to taxation by such jurisdictions. There are no liens for Taxes on the
Purchased Assets (other than for Taxes not yet due and payable or which are being contested in good
faith). Schedule 4.11 hereto lists all of the jurisdictions in which the Sellers have filed
Returns during 2005, 2004 and 2003. The Sellers have provided (or made available) to the Purchaser
true and complete copies of all such Tax Returns.



          (b) Sellers have not executed any presently effective waiver or extension of any statute of
limitations against assessments and collections of Taxes. Except as set forth in Schedule 4.11
hereto, no Tax Return of Sellers has been audited and there are no current pending or, to the
Knowledge of the

-14-









 








Sellers, threatened claims, assessments, notices, proposals to assess,
deficiencies, or audits (collectively, “Tax Actions”) with respect to any Taxes owed by
Sellers.




          (c) Proper and accurate amounts have been withheld and timely remitted by Sellers from and in
respect of their current and former employees, independent contractors, creditors and other third
parties for all periods in full and complete compliance with the tax withholding provisions of all
applicable laws and regulations.




          (d) Sellers have not been, nor are they, a party to any tax sharing agreement. Sellers have
not made, nor are they obligated to make, any payments, nor are they a party to any agreement that
could obligate them to make any payments that will not be deductible under Code Section 280G.




          (e) Set forth in Schedule 4.11 hereto is a list of all jurisdictions in which Sellers charge
customers of the MBC Business any sales, goods and services, or other similar Taxes. Except as set
forth in Schedule 4.11 hereto, Sellers have charged the customers of the MBC Business all sales,
goods and services and other similar Taxes required to be charged under the laws and regulations of
all applicable taxing jurisdictions and all such Taxes have been collected and remitted to the
appropriate taxing authorities in a timely manner.




     Section 4.12. Insurance. Schedule 4.12 hereto sets forth a list of all insurance policies
held and maintained by the Sellers covering the Purchased Assets and in connection with the MBC
Business in effect on the date hereof, including the types and amounts of coverage and the
expiration dates thereof. Such policies provide for coverage that is standard in the industry of
which the MBC Business is a part. Sellers have not received any notices of cancellation or of any
dispute as to validity of coverage under any such policies.



     Section 4.13. Environmental Matters. Except as set forth in Schedule 4.13, (i) each Seller’s
MBC Business is being and has at all prior times been conducted in material compliance with all
Environmental Laws, (ii) each Seller has not received any notice from any Governmental Authority or
any other Person that any Seller may be a potentially responsible party or otherwise potentially
subject to liability under any Environmental Law in connection with any waste disposal site or
facility used, directly or indirectly, by or otherwise related to any Seller’s MBC Business, (iii)
no Regulated Substance has been disposed of, transferred, released, discharged or transported by or
for or in relation to any Seller’s MBC Business, other than as permitted under applicable
Environmental Law pursuant to appropriate regulations, permits or authorizations and as otherwise
could not reasonably be expected to result in liability under any Environmental Law and Regulated
Substances are not otherwise present at or about any of the Purchased Assets or the Leased Real
Property in condition or amount that could reasonably be expected to result in Liability under any
Environmental Law of or relating to the MBC Business, (iv) there are no civil, criminal or
administrative actions, suits, demands, claims,



-15-









 




hearings, investigations or other proceedings
pending or, to any Seller’s Knowledge, threatened against any Seller with respect to the MBC
Business relating to any Environmental Law, (v) except as set forth on Schedule 4.13, the Sellers
hold all permits, licenses, approvals and other authorizations required under any Environmental Law
for the conduct of the MBC Business (the “Environmental Permits”) and each of the Environmental
Permits may be validly transferred to the Purchaser without any alteration or amendment or any
notice to or consent of any third Person, and (vi) in connection with their MBC Business, none of
the Sellers has contractually assumed or accepted any Liabilities of any other Person under any
Environmental Law.




     Section 4.14. Employee Matters. Schedule 4.14 sets forth a list of all employees of the MBC
Business (each, an “MBC Business Employee”) as of September 30, 2005 and provides for each
such MBC Business Employee their job title, salary and cash and noncash bonus payments for each of
the years 2003 and 2004. (i) No Seller has entered into any collective bargaining agreement
regarding the MBC Business Employees, (ii) there are no written personnel policies applicable to
such MBC Business Employees generally, other than employee manuals, true and complete copies of
which have previously been provided to the Purchaser, (iii) there is no labor strike, dispute,
slowdown or work stoppage or lockout pending or, to the Knowledge of the Sellers, threatened
against or affecting any Seller’s MBC Business and during the past three (3) years there has been
no such action, (iv) to the Knowledge of the Sellers, no union organization campaign is in progress
with respect to any of the MBC Business Employees, and no
question concerning representation exists respecting such MBC Business Employees, (v) except as set
forth on Schedule 4.14(v), there is no unfair labor practice (including, without limitation,
discrimination in employment), charge or complaint pending or, to the Knowledge of the Sellers,
threatened against any Seller with respect to any MBC Business Employee, (vi) except as set forth
on Schedule 4.14(vi), no Seller has entered into any agreement, arrangement or understanding
restricting the ability of any Seller to terminate the employment of any or all of the MBC Business
Employees at any time, for any lawful or no reason, without penalty or liability, (vii) the Sellers
have paid in full to all of their MBC Business Employees or adequately accrued for in accordance
with GAAP all wages, salaries, commissions, bonuses, benefits and other compensation due to or on
behalf of such MBC Business Employees, (viii) there is no charge or proceeding with respect to a
violation of any occupational safety or health standard that has been asserted or is now pending,
or to the Knowledge of Sellers, threatened with respect to the MBC Business, (ix) the Sellers are
in compliance with the requirements of the Workers Adjustment and Retraining Notification Act and
any similar state or local law and have no liability in connection therewith with respect to MBC
Business Employees and (x) each Seller is in compliance with the continuation coverage requirements
under COBRA.



     Section 4.15. Employee Benefit Plans. Each Seller has provided the Purchaser with a current,
accurate and complete copy (or, to the extent no such



-16-









 




copy exists, an accurate description) of each
bonus, deferred compensation, pension, retirement, profit-sharing, thrift, savings, employee stock
ownership, stock bonus, stock purchase, restricted stock and stock option plans, all employment,
change in control or severance contracts, health and medical insurance plans, life insurance and
disability insurance plans, other material employee benefit plans, contracts or arrangements which
cover employees or former employees of the MBC Business including, but not limited to, “employee
benefit plans” within the meaning of Section 3(3) of ERISA (the “Employee Benefit Plans”),
and each such Employee Benefit Plan is set forth on Schedule 4.12. The Employee Benefit Plans are
in compliance in all respects with the applicable provisions of ERISA, the Code and other
applicable laws and have been administered in all material respects in accordance with their terms
and such laws. Each Employee Benefit Plan that is intended to be qualified within the meaning of
Section 401 of the Code has received a favorable determination letter as to its qualification, and
nothing has occurred that could reasonably be expected to adversely affect such qualification.
Except as set forth on Schedule 4.14(vi), no event has occurred and no condition exists that would
subject any Seller, either directly or by reason of their affiliation with any member of their
“Controlled Group” (defined as any organization which is a member of a controlled group of
organizations within the meaning of Code sections 414(b), (c), (m), or (o)), to any tax, fine,
lien, penalty or other liability imposed by ERISA, the Code or other applicable laws, rules and
regulations. Sellers nor any member of their Controlled Group has at any time maintained,
sponsored or contributed to any plans that are a multiemployer plan (within the meaning of Section
3(37) or 4001(a)(3) of ERISA). No Employee Benefit Plan exists that could result in the payment to
any Hired Employee of any money or other property (including any severance payments, bonus or other
compensation) or in the acceleration
of any other rights or benefits to any Hired Employee as a result of the transactions contemplated
herein.




     Section 4.16. Proprietary Rights.



     (a) Schedule 4.16 sets forth a true and complete list of all Proprietary Rights now or
previously used or owned by each Seller in the conduct of such Seller’s MBC Business (including
computer software other than software purchased “off the shelf” with annual fees of less than
$3,000 or imbedded in hardware when acquired), and all telephone numbers used in the conduct of
such Seller’s MBC Business, and which constitute Purchased Assets.



     (b) Except for liens on such Proprietary Rights that will be released in connection with the
Closing, Sellers own all right, title and interest in and to the Proprietary Rights that are
material to the MBC Business free and clear of any Encumbrances. With respect to all licensed
Proprietary Rights included in the Purchased Assets, the Sellers have the valid right to use such
licensed Proprietary Rights in the MBC Business.



-17-









 





     (c) No claim by any third party contesting the validity, enforceability, use or ownership of
any Proprietary Rights has been made, is currently pending or, to the Sellers’ Knowledge,
threatened. Except as set forth on Schedule 4.16(c), no Seller has received any notice of, nor is
any Seller aware of any fact that indicates a likelihood of, any infringement or misappropriation
by, or conflict with, any third party with respect to any of the Proprietary Rights. To the
Sellers’ Knowledge, each Seller and the MBC Business has not infringed, misappropriated or
otherwise conflicted with any rights of any third parties. The Sellers take all reasonable actions
to protect the Proprietary Rights that are material to the MBC Business, including any that are
confidential in nature, and have caused all current and former employees and contractors to sign
assignments and similar agreements to ensure the Sellers’ exclusive ownership of all non-licensed
Proprietary Rights.



     (d) All software and related items that will be transferred to the Purchaser as part of the
Proprietary Rights (the “Software”) is operational in all material respects, functions
properly in accordance with its specifications, does not contain, nor have Sellers intentionally
placed, (i) any viruses, time bombs or disabling code in the Software which would alter, destroy or
incapacitate, harm, interfere with, or otherwise adversely affect the Software or Purchaser’s use
of the Software or the data contained therein and (ii) other code typically described as a virus by
similar terms, including trojan horse, worm, or backdoor which would alter, destroy, or
incapacitate harm, interfere or otherwise adversely affect the Software or Purchaser’s use of the
Software or data contained therein. Sellers have also maintained security controls, such as, but
not limited to, logical access controls including user sign-on identification and authentication,
data access controls (e.g. password protection of applications, data files, and libraries),
accountability tracking, anti-virus software, and restricted download to disk capability and
Sellers have regularly
conducted intrusion detection and other forms of preventative and early warning measures to alert
the appropriate people to possible security violations. To the Sellers’ Knowledge, no material
software or related item used in the MBC Business is subject to any “open source,” copyleft or
similar license, including the GNU General Public License, nor is any Seller in violation of any
such agreement with respect to the MBC Business.



     Section 4.17. Contracts.



     (a) Schedule 4.17(a) sets forth a true and complete list of each written contract, agreement,
lease, commitment, instrument, plan, permit or license to which any Seller is a party or is
otherwise bound, which requires payments in excess of $10,000 relating to the MBC Business (each, a
“Contract”, and collectively, the “Contracts”).



     (b) Schedule 4.17(b)(i) lists the Sellers’ material equipment and operating leases and
Schedule 4.17(b)(ii) lists the Sellers’ material supplier contracts.



-18-









 





     (c) Schedule 4.17(c) sets forth a true and complete list of each “unwritten” agreement or
understanding to which any Seller is a party or is otherwise bound, which requires payments in
excess of $10,000, relating to the MBC Business (each, an “Understanding” and collectively,
the “Understandings”).



     (d) Each Contract and Understanding: (i) is valid and binding on the parties thereto and is in
full force and effect and (ii) except as set forth on Schedule 4.17(d), is freely assignable to the
Purchaser without penalty, fees or other adverse consequences and upon consummation of the
transaction contemplated by this Agreement shall continue in full force and effect without penalty
or other adverse consequence. No Seller is or, to such Seller’s knowledge, is alleged to be in
breach of, or default under, any material provision of any Contract or Understanding.



     (e) To Sellers’ Knowledge, no other party to any Contract or Understanding is in breach
thereof or default thereunder and the Sellers have not received any notice of termination,
cancellation, breach or default under any Contract or Understanding.



     (f) The Sellers have delivered to the Purchaser true and complete copies of each Contract and
a written description of each Understanding.



     (g) There is no contract, agreement or other arrangement granting any Person any preferential
right to purchase any of the Purchased Assets or the MBC Business.



     Section 4.18. Accounts Receivable. All notes and accounts receivable of each Seller’s MBC
Business are reflected properly on their respective books and records, valid obligations of the
respective makers thereof, have arisen in the ordinary course of such Seller’s MBC Business for
goods or services delivered or rendered, are not subject to any valid defenses, counterclaims, or
set-offs, and are collectible in full at their recorded amounts in the ordinary course, subject to
reduction for bad debt and return reserves
included in such Seller’s Financial Statements or Schedule 4.18. Schedule 4.18 sets forth a true
and complete list of all accounts receivable of such Seller’s MBC Business as of September 30, 2005
by the number of days such receivable has been outstanding.



     Section 4.19. Accounts Payable. Schedule 4.19 sets forth a true and complete list of all
accounts payable of each Seller’s MBC Business as of September 30, 2005. All accounts payable have
arisen in the ordinary course of each Seller’s MBC Business.



     Section 4.20. Books and Records. The books and records of each of the Sellers pertaining to
the Purchased Assets and the MBC Business, including, but not limited to, financial books and
records, are complete and accurate in all material respects and do not contain or reflect any
material inaccuracies or



-19-









 




discrepancies and have been maintained in accordance with GAAP and good
business and accounting practices.




     Section 4.21. Brokers. Other than Fidus Partners, LLC, no Person is or will be entitled to a
broker’s, finder’s, investment banker’s, financial adviser’s or similar fee from any Seller or its
Affiliates in connection with this Agreement or any of the transactions contemplated hereby. The
Sellers are solely responsible for the payment of any fee due or owing to Fidus Partners, LLC.



     Section 4.22. Inventory. Schedule 4.22 sets forth a true and complete list of the inventory
items of each Seller’s MBC Business included in the Purchased Assets as of September 30, 2005.
Such Schedule 4.22 also sets forth a true and complete list of all customer owned inventory in each
Seller’s possession as of such date.



     Section 4.23. Assets.



     (a) The Sellers own, lease, license or have the legal right to use all the properties and
assets used in the conduct of the MBC Business, and with respect to contract rights, are a party to
and enjoy the right to the benefits of all the contracts, agreements and other arrangements used by
the Sellers in the conduct of the MBC Business, all of which properties, assets and rights
constitute Purchased Assets. Except for liens on the Purchased Assets which will be released in
connection with the Closing and liens on leased equipment, which will be transferred to Purchaser,
the Sellers have good and valid title to, or, in the case of leased or subleased Purchased Assets,
valid and subsisting leaseholds in, all the Purchased Assets, free and clear of any and all
Encumbrances.



     (b) The Purchased Assets constitute all the properties, assets and rights forming a part of,
used or held in, and all such properties, assets and rights as are necessary in the conduct of, the
MBC Business. At all times since January 1, 2005, the Sellers have caused the Purchased Assets to
be maintained in accordance with good business practice, and, except as set forth on Schedule 4.6,
all the Purchased Assets are in good operating condition and repair and are suitable for the
purposes for which they are used.



     (c) Following the consummation of the transactions contemplated by this Agreement, the
execution of the instruments of transfer contemplated by this Agreement, the receipt of all
consents and the release of all liens on the Purchased Assets in connection with the Closing (other
than liens on leased equipment, which will be transferred to Purchaser), the Purchaser will own,
with good and valid title, or lease, under valid and subsisting leases, or otherwise acquire the
interests of the Sellers in the Purchased Assets and the MBC Business, free and clear of any
Encumbrances.



     Section 4.24. Customers. Schedule 4.24 lists the names, addresses and telephone numbers of
each customer of the MBC Business as of September 30,



-20-









 





2005 and the amount for which each such
customer was invoiced through such date. Except as set forth on Schedule 4.24, the Sellers have
not received any notice and have no reason to believe that any customer of the MBC Business has
ceased, or will cease, to use the products, goods or services of the MBC Business, or has
substantially reduced, or will substantially reduce, the use of such products, equipment, goods or
services at any time.




     Section 4.25. Full Disclosure. No representation or warranty made by such Seller in this
Agreement or any certificate delivered by or on behalf of such Seller pursuant hereto contains or
will contain any untrue statement of a material fact or omits or will omit to state a material fact
necessary to make the statements contained herein or therein not misleading.



ARTICLE V




Representations and Warranties Regarding the Purchaser




     The Purchaser represents and warrants to the Sellers as follows:



     Section 5.1. Organization. The Purchaser is duly incorporated, validly existing and in good
standing under the laws of the State of Delaware, and has full power and authority, corporate and
other, to own its property and assets and to carry on its business as presently conducted.



     Section 5.2. Authorization. The Purchaser has full power and authority, corporate and other,
to execute and deliver this Agreement and to perform its respective obligations hereunder. This
Agreement has been duly authorized, executed and delivered by the Purchaser and (assuming the due
authorization, execution and delivery by each Seller) constitutes a valid and binding agreement of
the Purchaser, enforceable against the Purchaser in accordance with its terms.



     Section 5.3. Non-Contravention. The Purchaser is not subject to any provision of its
Certificate of Incorporation or by-laws or any agreement, instrument, law, rule, regulation, order,
decree or judgment of any Governmental Authority or other restriction
that would prevent the consummation by Purchaser of the transactions contemplated by this
Agreement.



     Section 5.4. No Consents. No notice to, filing with, or authorization, registration, consent
or approval of any Governmental Authority or other Person is necessary for the execution, delivery
or performance of this Agreement or the consummation of the transactions contemplated hereby by the
Purchaser.



     Section 5.5. Brokers. No Person is or will be entitled to a broker’s, finder’s, investment
banker’s, financial adviser’s or similar fee from the Purchaser in connection with this Agreement
or any of the transactions contemplated hereby.



-21-









 





ARTICLE VI




Additional Agreements




     Section 6.1. Tax Matters.



     (a) Taxes Related to Transaction. The Sellers and Purchaser shall each pay any
transfer, sales, purchase, use or similar Taxes that they are each primarily obligated to pay under
the laws of any Governmental Authority arising out of or resulting from the sale and purchase of
the Purchased Assets or as otherwise set forth in this Agreement.



     (b) Tax Returns. The Sellers shall (i) prepare and file all Tax Returns (including
without limitation all income, sales and use Tax Returns) reporting the income attributable to the
Purchased Assets or the operation of the Sellers’ MBC Business for all periods ending prior to or
on the Closing Date, (ii) prepare and file all income Tax Returns reporting the income of the
Sellers’ MBC Business arising on the Closing Date from the sale to the Purchaser of the Purchased
Assets, (iii) be responsible for the conduct of all tax examinations relating to the Tax Returns
referred to in (i) and (ii) above, and (iv) pay all Taxes attributable to the Purchased Assets or
the operation of the Sellers’ MBC Business due with respect to the Tax Returns referred to in (i)
and (ii) above. The Purchaser shall prepare and file all Tax Returns reporting the income
attributable to the ownership of the Purchased Assets and the operation thereof for all periods
beginning after the Closing and shall be liable for and pay all Taxes due in respect of such Tax
Returns.



     (c) Responsibility. All personal property, motor vehicle (including road use) and ad
valorem Taxes, if any, and all other Taxes, charges or assessments levied or imposed upon the
Purchased Assets by any Governmental Authority, for the taxable year beginning before and ending on
or after the Closing Date shall be apportioned and pro rated on a per diem basis between the
Purchaser and the Sellers as of 11:59 p.m. on the day before the Closing Date (the “Adjustment
Time”). The Sellers shall pay or cause to be paid, on or prior to the Closing Date (or
promptly when due, if due after the Closing
Date), all Taxes and assessments against the Purchased Assets for all taxable periods ending prior
to the Closing Date. The Purchaser shall pay all Taxes and assessments against the Purchased
Assets for all periods beginning on or after the Closing Date.



     (d) Allocation. The parties will agree to an allocation of the Purchase Price which
will be utilized in preparing Form 8594 or any other form or report required by any provision of
local, state or foreign law to be included in their respective Tax Returns for the purposes of
reflecting the allocation of value in this transaction and for determination of future depreciation
and amortization of the Purchased Assets. This allocation will be prepared in accordance with
Section



-22-









 




1060 of the Internal Revenue Code of 1986, as amended, and will be binding on all of the
parties to this Agreement.




     (e) Tax Indemnification. Notwithstanding anything to the contrary contained herein,
(i) Vestcom shall be liable for, and shall pay, indemnify and hold harmless Purchaser and its
Affiliates from and against any liability for Taxes that either (A) are imposed on Sellers or any
of their respective Affiliates which are attributable to any taxable period or portion thereof, (B)
otherwise result from the ownership, possession, use or operation of the Purchased Assets or the
MBC Business prior to the Closing, or (C) any Taxes that the Sellers are responsible for under
Section 6.1(c) of this Agreement, and (ii) Purchaser shall be liable for, and shall pay, indemnify
and hold harmless Sellers and their Affiliates from and against any liability for Taxes either (A)
imposed on Purchaser or any Affiliate of Purchaser which are attributable to any taxable period or
portion thereof (other than any Taxes of Sellers or, with respect to periods ending prior to the
Closing Date, Taxes that are attributable to the MBC Business or the Purchased Assets, in either
event that are imposed on Purchaser as a result of the consummation of the transactions
contemplated by this Agreement), (B) otherwise resulting from Purchaser’s ownership, possession,
use or operation of the Purchased Assets or the MBC Business on or after the Closing Date, or (C)
any Taxes that the Purchaser is responsible for under Section 6.1(c) of this Agreement.



     (f) Settlements and Elections. Sellers shall not enter into any settlement or
agreement in compromise of any claim relating to Taxes with any government or taxing authority
which purports to bind Purchaser with respect to any tax period ending after the Closing Date
without Purchaser’s prior written consent, which consent shall not be unreasonably withheld or
delayed. Except to the extent required by applicable law, no material new elections with respect
to Taxes, and no material changes in current elections with respect to Taxes, affecting the
Purchased Assets or the MBC Business shall be made by Sellers or any of their respective Affiliates
after the date of this Agreement without the prior written consent of Purchaser, which consent
shall not be unreasonably withheld or delayed.



     (g) Contest and Settlement. The contest and/or settlement of any issue raised in any
official inquiry, examination or proceeding that could result in an official determination with
respect to Taxes due or payable for any taxable year or period shall be conducted as follows:



          (i) with respect to any such issue for which Purchaser or any of its Affiliates may be
entitled to indemnification from Vestcom hereunder, the provisions of Article VIII hereof shall
apply, provided, however, that Vestcom shall not settle any tax issue without the prior written
consent of Purchaser, which consent shall not be unreasonably withheld or delayed; and




-23-









 








          (ii) with respect to any such issue for which Vestcom or any of its Affiliates may be entitled
to indemnification from Purchaser hereunder, the provisions of Article VIII hereof shall apply,
provided, however, that Purchaser shall not settle any tax issue without the prior written consent
of Vestcom, which consent shall not be unreasonably withheld or delayed.




     (h) Customers. In the event any taxing authority assesses any sales, goods and
services, use or other similar Taxes and Purchaser submits a claim for indemnification with respect
to such Taxes hereunder against Vestcom, Vestcom will coordinate with Purchaser (including, without
limitation, a review by Purchaser of the proposed approach) in connection with the collection of
such Taxes from the customers with respect to which such Taxes have been assessed in a reasonable
manner so as not to disrupt Purchaser’s ongoing business relationships with such customers.



     (i) Goods and Services Tax Election. The Sellers and the Purchaser shall jointly
execute an election under Sections 167 and 167.1 of the Excise Tax Act (Canada) and Sections 75 and
75.1 of An Act Respecting the Quebec Sales Tax on the forms prescribed for such purposes along with
any documentation necessary or desirable in order to effect the transfer of the Purchased Assets by
the Sellers without payment of any Goods and Services Tax or Quebec Sales Tax. The Purchaser shall
file the election forms referred to above, along with any documentation necessary or desirable to
give effect to such, with Revenue Canada and the Ministère du Revenu du Québec, respectively,
together with the Purchaser’s Goods and Services Tax and Quebec Sales Tax returns for the reporting
period in which the transactions contemplated herein are consummated.



     Notwithstanding such election, in the event that it is determined by Revenue Canada or by the
Ministère du Revenu du Québec that there is a Goods and Services Tax or Quebec Sales Tax liability
of the Purchased Assets, the parties agree that such Goods and Services Tax or Quebec Sales Tax, as
the case may be, shall, unless already collected from the Purchaser by the Sellers, be forthwith
remitted by the Purchaser to Revenue Canada or the Ministère du Revenu du Québec, as the case may
be, and the Purchaser shall indemnify and hold the Sellers harmless with respect to any such Goods
and Services Tax or Quebec Sales Tax liability arising herein, as well as any interest and
penalties related thereto.



          Section 6.2. Non-Competition.




     (a) For a period of three (3) years after the Closing Date (the “Non-Compete Period”),
neither the Sellers nor any of their respective Affiliates will, directly or indirectly, without
the prior written approval of the Purchaser:




(i) (A) compete anywhere in Canada or the United States (the “Territory”)
with the Purchaser or any of its Affiliates in the MBC Business or (B) call upon or
solicit any customer which was a



-24-









 







customer of any Seller’s MBC Business within the
two (2) year period prior to the Closing Date (a “Prohibited Customer”) for
the purpose of offering or selling to such Prohibited Customer any products or
services of the MBC Business; it being understood that (1) Vestcom and its
Affiliates shall be permitted to sell products and services of any of its
businesses other than the MBC Business (including, without limitation, the Retail
Business) to any customer or potential customer, including a Prohibited Customer
and (2) this Section 6.2 shall not apply to any purchaser or other successor in
interest to any non-MBC Business (including, without limitation, the Retail
Business) of any Seller or any other subsidiary or Affiliate of Vestcom, except
that if the Retail Business is sold during the Non-Compete Period, those
individuals listed on Schedule 6.2 (if such individuals are still employed by any
of the Sellers at the time of such sale) shall not, for the remainder of the
Non-Compete Period, call upon or solicit any Prohibited Customer for the purpose of
offering or selling to such Prohibited Customer any products or services of the MBC
Business;




(ii) except as provided in the Transition Services Agreement, employ, retain as a
consultant or attempt to entice away any Person who was an employee of any Seller
within the six (6) month period prior to the Closing Date and is, at that time, an
employee of the Purchaser for the purpose or with the intent of enticing such
employee away from or out of the employ of the Purchaser or its subsidiaries or
Affiliates (except for those employees who are hired by Purchaser primarily to
perform certain transition services pursuant to the Transition Services Agreement);
or




(iii) use for its own benefit or divulge or convey to any third party, any
Confidential Information (as defined below) relating to any Seller’s MBC Business.



     To the Sellers’ knowledge, the individuals listed on Schedule 6.2 are the only employees of
the Retail Business (as well as Joel Cartun) who have, or could reasonably be expected to have, as
of the date hereof, substantial MBC Business relationships.



     For purposes of this Agreement, Confidential Information consists of all information,
knowledge or data relating to the MBC Business of any Seller, including,
without limitation, customer and supplier lists, formulae, trade know-how, processes, secrets,
consultant contracts, pricing information, marketing plans, product development plans, business
acquisition plans and all other information relating to the operation of such Seller’s MBC Business
not in the public domain or otherwise publicly available. Information which enters the public
domain or is publicly available loses its confidential status hereunder so



-25-









 




long as the Sellers do not directly or indirectly cause such information to enter the public domain.




     (b) The Sellers acknowledge that the restrictions contained in this Section 6.2 are reasonable
and necessary to protect the legitimate interests of the Purchaser and that any breach by any
Seller of any provision hereof will result in irreparable injury to the Purchaser. The Sellers
acknowledge that, in addition to all remedies available at law, the Purchaser shall be entitled to
equitable relief, including injunctive relief, and an equitable accounting of all earnings, profits
or other benefits arising from such breach and shall be entitled to receive such other damages,
direct or consequential, as may be appropriate.



     Section 6.3. Employees.



     (a) Purchaser shall have the right, but not the obligation, to offer employment effective upon
the Closing Date to any MBC Business Employee on terms to be determined by the Purchaser. No later
than five business days prior to the Closing Date, Purchaser shall inform the Sellers of those MBC
Business Employees it wishes to hire. Purchaser’s offer of employment to each such MBC Business
Employee shall be conditioned upon (i) such MBC Business Employee’s resignation from such Seller
immediately prior to the Closing and such MBC Business Employee’s acceptance of the offer of
employment on or after the Closing Date and (ii) successful passing of criminal and background
checks and a drug screen as part of the Purchaser’s corporate policy (each MBC Business Employee
who accepts such offer of employment and passes the criminal and background check and the drug
screen is referred to herein as a “Hired Employee”). Those MBC Business Employees rejected
as a result of the above checks will not be hired by Purchaser.



     (b) Except as is expressly assumed by the Purchaser in this Agreement, (i) Vestcom, on behalf
of the Sellers, shall indemnify, defend and hold the Purchaser harmless from and against any and
all Liabilities (including, without limitation, those arising under Sellers’ Employee Benefit
Plans) due or which may become due to, or in respect of, any of Sellers’ employees, whether or not
they are hired or engaged by Purchaser, which relate to periods, conduct or obligations incurred
prior to the Closing Date or which arise by reason of their termination of employment with Sellers
or non-hire by Purchaser, and (ii) the Purchaser shall indemnify, defend and hold the Sellers
harmless from and against any and all Liabilities due or which may become due to, or in respect of,
any Hired Employees, which relate to periods on or after the Closing Date or arise by reason of
their termination of employment with Purchaser.



     (c) Effective upon the Closing, the Sellers shall be solely responsible and liable for
providing “COBRA” coverage to all MBC Business Employees and their qualifying beneficiaries who
experience a “qualifying event” on or prior to the Closing and for providing (or continuing to
provide) COBRA coverage with respect to any former employees of the MBC Business and their
qualifying



-26-









 




beneficiaries who experience or experienced a “qualifying event” before or on the
Closing. For purposes of this paragraph, COBRA coverage refers to continued health coverage in
accordance with the provisions of Section 4980B of the Code and Section 601 et. seq. of ERISA and
the term “qualifying event” shall have the meaning given such term under such Sections.




     (d) Effective as of the Closing Date, the Hired Employees shall cease to be covered by the
Sellers’ employee benefit and welfare plans, programs and arrangements. All of Purchaser’s
employee benefit and welfare plans, programs and arrangements in which Hired Employees become
eligible to participate shall credit such Hired Employees with a period of service beginning on
their most recent hire date with any Seller for purposes of eligibility and vesting. In addition,
the Hired Employees shall be permitted by Purchaser to “carryover” to Purchaser any unused accrued
vacation time that was earned at any time on or after January 1, 2005 they have with the Sellers as
of the Closing Date and Purchaser will assume all Liabilities and obligations for such unused
accrued vacation time for the remainder of calendar year 2005.



     (e) Purchaser shall maintain a health care and dependent care flexible spending accounts plan
pursuant to Section 125 of the Code (“Purchaser’s FSA”) through the period beginning on the
Closing Date and ending on the later of (i) the last day of the calendar year in which the Closing
Date occurs or (ii) the last day on which claims may be incurred for reimbursement under
Purchaser’s FSA with respect to salary reduction contributions made during 2005. Effective as of
the Closing Date, Hired Employees who were participants of the Sellers’ health care and/or
dependent care flexible spending accounts established under Section 125 of the Code (“Sellers’
FSA”) immediately prior to the Closing Date shall become participants of the Purchaser’s FSA
and the health flexible spending account and dependent care account elections of Hired Employees
under Sellers’ FSA shall be continued by Purchaser under the Purchaser’s FSA after the Closing Date
and through December 31, 2005 (plus any extended period allowed by Purchaser’s FSA for the
reimbursement of claims). As soon as practicable, but no later than 60 days following the Closing
Date, Sellers shall transfer to Purchaser an amount in cash equal to the excess of (i) the amount
withheld from the compensation of Hired Employees under the Sellers’ FSA since January 1, 2005 on
account of health care and dependent care flexible spending account elections of Hired Employees,
over (ii) the amount paid in respect of claims submitted under Sellers’ FSA since January 1, 2005
with respect to Hired Employees and/or their covered dependents. Health care and dependent care
expenses incurred by Hired Employees and/or their dependents between January 1, 2005 and the
Closing Date but not previously reimbursed under Sellers’ FSA, as well as health care and dependent
care expenses incurred on or after the Closing Date by Hired Employees and/or their dependents,
shall be paid or reimbursed by Purchaser under Purchaser’s FSA. Hired Employees and their
dependents shall cease to be eligible for
health care and dependent care expense reimbursements from Sellers as of the Closing Date,
except to the extent of any COBRA continuation coverage that may be applicable. Sellers shall
promptly furnish Purchaser with health



-27-









 




and/or dependent care flexible spending account elections of
Hired Employees under Sellers’ FSA in effect as of the Closing Date and any outstanding
reimbursement claims of Hired Employees and their dependents. The parties agree to cooperate and
make reasonable, good faith efforts to implement the provisions of this section to take into
account the complexity of transferring flexible spending accounts.




     (f) Purchaser shall cause its tax-qualified savings plan (the “Purchaser Savings
Plan”) to, following the Closing Date and pursuant to Section 401(a)(31)(D) of the Code, accept
rollover contributions of “eligible rollover distributions” (within the meaning of Section
401(a)(31) of the Code) in cash in an amount equal to the full account balance distributed to a
Hired Employee from any benefit plan of any Seller (or any Seller’s Affiliate) qualified under
Section 401(a) of the Code. Sellers shall provide evidence reasonably satisfactory to Purchaser
that the employee benefit plan of any Seller (or any Seller’s Affiliate) from which the eligible
rollover distribution was made is qualified under Section 401(a) of the Code. For purpose of this
Section 6.3(f), the term “eligible rollover distribution” shall include (i) the amount of any
unpaid balance of any loan made to a Hired Employee under the Sellers’ savings plan and (ii) the
promissory note evidencing such loan.



     Section 6.4. Best Efforts; Further Assurances. Subject to the terms and conditions herein
provided, each of the parties hereto shall use its best efforts to take, or cause to be taken, all
action, and to do, or cause to be done, all things reasonably necessary, proper or advisable under
applicable laws and regulations to consummate and make effective the transactions contemplated by
this Agreement. In the event that at any time after Closing any further action is necessary to
carry out the purposes of this Agreement, the Sellers and the Purchaser shall take all such
reasonable action without any further consideration therefor. The parties agree to use their best
efforts to obtain all of the consents listed on Schedule 4.4 which are not yet received as of the
Closing Date.



     Section 6.5. Additional Assistance.



     (a) If, after the Closing, any payments from customers or other third parties due to Purchaser
are inadvertently paid to or received by any Seller, such Seller shall deliver such payments in
cash or in kind to Purchaser within five (5) business days of receipt by such Seller.



     (b) If, after the Closing, any payments from customers or other third parties due to any
Seller are inadvertently paid to or received by Purchaser, Purchaser shall deliver such payments in
cash or in kind to such Seller within five (5) business days of receipt by Purchaser.



     Section 6.6. Removal of Assets. From the Closing Date until the one year anniversary (except
for the West Caldwell, New Jersey property, which shall be the six (6) month anniversary) of the
Closing Date, Purchaser shall provide Sellers with commercially reasonable access to all premises
occupied by



-28-









 




Purchaser pursuant to any Real Property Leases assumed by Purchaser as Assumed
Liabilities during regular business hours to permit Sellers to remove from such premises any assets
which Purchaser has not purchased. From the Closing Date until the one year anniversary (except
for the West Caldwell, New Jersey property, which shall be the six (6) month anniversary) of the
Closing Date, Sellers shall provide Purchaser with access to all other premises of Sellers during
regular business hours to permit Purchaser to remove Purchased Assets from such premises. Sellers
and Purchaser shall obtain and maintain proper and sufficient insurance coverage for any damages
that either party may cause to the other party for the duration of the removal of assets.




     Section 6.7. Post-Closing Access to Records. The Purchaser and the Sellers shall maintain any
records in connection with the MBC Business for three (3) years after Closing and will provide each
other with commercially reasonable access thereto during regular business hours following
reasonable prior notice.



     Section 6.8. Certain Transition Services. From time to time during the period commencing on
the Closing Date and ending on the one year anniversary of the Closing Date (or for such shorter
period described in the transition services agreement), the parties will provide certain services
to each other as set forth in the transition services agreement (the “Transition Services
Agreement”) attached hereto as Exhibit B.



     Section 6.9. Conduct of Business Prior to the Closing. The Sellers covenant and agree that
between the date hereof and the Closing Date, the Sellers shall not conduct the MBC Business other
than in the ordinary course and consistent with Sellers’ past practice. Without limiting the
generality of the foregoing, the Sellers shall (as it relates to the MBC Business): (i) continue
pricing and purchasing policies in accordance with past practice, (ii) preserve the business
organization of the MBC Business, (iii) use their best efforts to keep available to the Purchaser
the services of the employees of the Sellers to whom the Purchaser will be offering employment,
(iv) use their best efforts to preserve their current relationships with customers and suppliers of
the MBC Business, (v) not engage in any practice, take any action, fail to take any action or enter
into any transaction not in the ordinary course which could cause any representation or warranty of
the Sellers to be untrue or result in a breach of any covenant made by the Sellers in this
Agreement, and (vi) not, without limitation (except as otherwise contemplated by this Agreement),
do any of the following without the prior written consent of the Purchaser:



     (a) amend the incorporation documents, formation documents or other organizational and
operational documents of any Seller;



     (b) make any material change in any method of accounting or accounting practice or policy
other than those required by GAAP;



     (c) acquire or agree to acquire by merging or consolidating with, or by purchasing a
substantial portion of the assets of, or by any other manner, any



-29-









 




business or any corporation,
partnership, association or other business organization or division thereof;




     (d) initiate or settle any litigation to which any Seller is party that is not fully covered
by insurance;



     (e) incur or assume any liabilities for borrowed money or obligations for borrowed money (i)
in the aggregate in excess of $25,000 in the ordinary course of business or (ii) outside the
ordinary course of business;



     (f) make any commitments for capital expenditures for additions to, or relocate any, property,
plant or equipment in excess of $25,000 in the aggregate, excluding any additions under SOP 98-1
capitalized in accordance with GAAP;



     (g) enter into or renew any real property lease;



     (h) adopt any Employee Benefit Plan, except as may be, and to the extent, required by law;



     (i) enter into any employment, labor, consulting or service contract, arrangement or
commitment which is not terminable at will, without penalty or continuing obligation of the
Sellers;



     (j) enter into a Related Party Transaction; or



     (k) agree to any of the foregoing.



     Section 6.10. Access to Information. From the date hereof until the Closing Date, upon
reasonable notice and during normal business hours, the Sellers shall cause their respective
officers, directors, employees, agents, representatives, accountants and counsel to: (i) afford
Purchaser and any of its representatives reasonable access to the offices, properties, other
facilities, books and records (including Tax Returns) of the Sellers relating to the MBC Business,
including, without limitation, access to enter such properties and facilities to investigate and
collect air, surface water, groundwater and soil samples or to conduct any other type of
environmental assessment, and to those officers, employees, agents, accountants, counsel and
representatives of the Sellers who have any Knowledge relating to the MBC Business and (ii) furnish
to the Purchaser and any of its representatives such additional financial and operating data and
other information regarding the assets, properties, liabilities and goodwill of the MBC Business as
the Purchaser may from time to time reasonably request.



     Section 6.11. Bulk Transfer Laws. The Sellers will indemnify the Purchaser for any charges or
other Liabilities arising under any bulk sales or bulk transfer laws.



-30-









 





     Section 6.12. Consents. Sellers shall use their best efforts to obtain, and Purchaser will
use reasonable commercial efforts (which shall include, without limitation, providing such
financial statements and other literature concerning Purchaser as Sellers may reasonably request
and which shall not require the payment of any consideration by the Purchaser) to assist Sellers in
obtaining, all required consents to assignment under Sellers’ Contracts and permits pertaining to
the MBC Business. Notwithstanding anything contained in this Agreement to the contrary, Sellers
will not be obligated to assign to Purchaser any of their rights and obligations in and to any
Contracts and to any permits without first having obtained all consents, approvals and waivers
necessary for such assignment and nothing in this Agreement will constitute an assignment of such
Contract or permit without such consent, approval or waiver. To the extent that such consents,
approvals and waivers are not obtained by Sellers, Sellers shall use their reasonable commercial
efforts (which shall not require the payment of any consideration by Sellers to obtain any such
consents, approvals or waivers) to (i) provide to Purchaser the financial and business benefits of
any such Contract or permit and (ii) enforce, at the request and expense of Purchaser, for the
account of Purchaser, any rights of Sellers arising from any such Contract or permit (including,
without limitation, the right to elect to terminate such Contract or permit in accordance with the
terms thereof upon the advice, and at the expense, of Purchaser), provided, however, that Sellers
shall not be required to take any action which would constitute a breach of any such Contract or
permit other than an action to terminate any such Contract or permit as described herein. With
respect to Contracts and permits for which consents or waivers cannot be obtained but as to which
Sellers are able to pass on the financial and business benefits to Purchaser, Purchaser shall
assume Sellers’ obligations thereunder (except as provided by Section 7.2(ix)). With respect to
Contracts and permits for which such consents or waivers cannot be obtained and as to which Sellers
are unable to pass on the financial and business benefits to Purchaser, Sellers shall retain their
obligations thereunder, which Purchaser hereby agrees will not constitute a breach by Sellers of
any of their obligations under this Agreement.



     Section 6.13. Sellers Financial Statements. Sellers agree to cooperate and assist in good
faith the Purchaser in the preparation of the balance sheet, statements of operations,
shareholder’s equity and cash flows, and any other financial information of the Sellers (“Sellers
Financial Statements”) in conformity with GAAP, applied on a consistent basis throughout the
applicable periods and which present fairly the financial condition and results of operations of
the MBC Business and the Sellers, on a consolidated basis, as of and for the periods included
therein necessary, for the Purchaser to comply with its reporting obligations under the Securities
Exchange Act of 1934, as amended, including (without limitation) Sellers (i) executing and
delivering customary management representation letters to the Purchasers auditor and otherwise
cooperating with the Purchaser’s auditor in connection with the audit of the Sellers Financial
Statements and (ii) affording the Purchaser’s auditors, Purchaser and the Purchaser’s
representatives access to any employee of any Seller or any Affiliate of any Seller and to
properties, books, contracts, commitments, records and



-31-









 




information of any Seller or any Affiliate of any
Seller, including existing internal financial statements, to the extent reasonably requested to
prepare the Sellers Financial Statements.




ARTICLE VII




Conditions to Closing




     Section 7.1. Conditions to Obligations of the Sellers. The obligations of the Sellers to
consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or
written waiver, at or prior to Closing, of each of the following conditions:




     (i) (a) except for those representations and warranties which are made as of a
particular date, all representations and warranties made by the Purchaser in this Agreement
and the Schedules hereto are true, correct and complete in all material respects (except
with respect to those representations and warranties which are qualified as to materiality,
which shall be true, correct and complete in all respects) on the date hereof and as of
Closing, (b) the representations and warranties made by the Purchaser in this Agreement and
the Schedules hereto which are made as of a particular date shall be true, correct and
complete in all material respects (except with respect to those representations and
warranties which are qualified as to materiality, which shall be true, correct and complete
in all respects) as of such date and as of Closing; and (c) the Purchaser has performed or
complied in all material respects with all of the covenants, obligations and conditions to
be performed or complied with by it under the terms of this Agreement at or prior to the
Closing;




     (ii) Purchaser shall have delivered a certificate of the President or a Vice President
of the Purchaser, dated the Closing Date, to the effect that each of the conditions set
forth in Section 7.1(i) is satisfied in all respects;




     (iii) a certificate of the Secretary or Assistant Secretary of the Purchaser, dated
the Closing Date, as to the incumbency of any officer of the Purchaser executing this
Agreement or any document related thereto;




     (iv) a certified copy of resolutions of the Board of Directors or members of the
Purchaser, authorizing the execution, delivery and consummation of this Agreement and the
transactions contemplated hereby;




     (v) receipt of the Purchase Price;




     (vi) the executed Transition Services Agreement; and



-32-









 






     (vii) such other documents or instruments as the Sellers reasonably request to effect
the transactions contemplated hereby.



     Section 7.2. Conditions to the Obligations of the Purchaser. The obligations of the Purchaser
to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment
or written waiver, at or prior to Closing, of each of the following conditions:




     (i) (a) except for those representations and warranties which are made as of a
particular date, all representations and warranties made by the each of the Sellers in this
Agreement are true, correct and complete in all material respects (except with respect to
those representations and warranties which are qualified as to materiality, which shall be
true, correct and complete in all respects) on the date hereof and as of Closing, (b) the
representations and warranties made by each of the Sellers in this Agreement and the
Schedules hereto which are made as of a particular date shall be true, correct and complete
in all material respects (except with respect to those representations and warranties which
are qualified as to materiality, which shall be true, correct and complete in all respects)
as of such date and as of Closing; and (c) each of the Sellers has performed or complied in
all material respects with all of the covenants, obligations and conditions to be performed
or complied with by them under the terms of this Agreement at or prior to the Closing;




     (ii) Sellers shall have delivered a certificate of the President or a Vice President
of each of the Sellers, dated the Closing Date, to the effect that each of the conditions
set forth in Section 7.2(i) is satisfied in all respects;




     (iii) a certificate of the Secretary or Assistant Secretary of each of the Sellers,
dated the Closing Date, as to the incumbency of any officer of each of the Sellers
executing this Agreement or any document related thereto;




     (iv) a certified copy of the resolutions of the Board of Directors of each of the
Sellers, and of Vector, authorizing the execution, delivery and consummation of this
Agreement and the transactions contemplated hereby;




     (v) the executed Transition Services Agreement;




     (vi) a duly executed receipt for the Purchase Price;




     (vii) certificates of good standing for each of the Sellers;



-33-









 






     (viii) Sellers shall obtain and deliver to Purchaser from NJDEP one of the following:
(1) a “No Further Action Letter”, (2) an approved “Negative Declaration,” (3) an approved
“Remedial Action Workplan,” (4) an authorization letter or other consent or approval
pursuant to N.J.S.A. 13:1K-11.2 through 11.7, or in lieu thereof, (5) at Sellers’ sole
discretion, a “Remediation Agreement”. In connection with any Remediation Agreement or as
otherwise required by NJDEP,
Sellers (or a Seller-related party) shall be designated as the party responsible for
obtaining approval of and implementing the Remedial Action Workplan, and Sellers (or a
Seller-related party) shall obtain and maintain any required “Remediation Funding Source”
in form and amount acceptable to NJDEP. Upon entry into a Remediation Agreement with
NJDEP, Sellers shall be deemed to have fulfilled this ISRA condition precedent to Closing;




     (ix) Sellers shall have received (and furnished evidence thereof reasonably
satisfactory to Purchaser) the consents listed on Schedule 7.2(ix);




     (x) no event shall have occurred between the execution of this Agreement and the
Closing that has had, or that could reasonably be expected to have, individually or in the
aggregate, a Material Adverse Effect; and




     (xi) such other documents as the Purchaser reasonably requests to effect the
transactions contemplated hereby.



ARTICLE VIII




Survival of Representations and Warranties; Indemnification




     Section 8.1. Survival of Representations and Warranties. Except as set forth below, the
representations and warranties provided for in this Agreement shall survive the Closing for sixteen
(16) months from the Closing Date for the benefit of the parties hereto and their successors and
assigns. The representations and warranties provided for in Sections 4.11, 4.13 and 4.15 shall
survive the Closing and remain in full force and effect until sixty (60) days following the
expiration of the relevant statute of limitations for the Liabilities in question (giving effect to
any waiver, mitigation or extension thereof). The representations and warranties provided for in
Sections 4.1, 4.2, 4.21, 5.1, 5.2 and 5.5 shall survive the Closing in perpetuity. The survival
period of each representation or warranty as provided in this Section 8.1 is hereinafter referred
to as the “Survival Period.”



-34-









 





     Section 8.2. Indemnification.



     (a) Vestcom, on behalf of itself and each of the other Sellers, shall indemnify and hold
harmless the Purchaser and its Affiliates, agents and representatives, and any Person claiming by
or through any of them, against and in respect of any and all claims, costs, expenses, damages,
liabilities, losses or deficiencies (including, without limitation, counsel’s fees and other costs
and expenses incident to any suit, action or proceeding) (the “Damages”) arising out of,
resulting from or incurred in connection with (i) any inaccuracy in any representation or the
breach of any warranty made by the Sellers for the applicable Survival Period, (ii) the breach by
Sellers of any covenant or agreement to be performed by them hereunder, (iii) the Excluded Assets
and Excluded Liabilities, (iv) any
violation of Environmental Laws or presence of any Regulated Substance with respect to the Leased
Real Property that occurred or existed as of or prior to the Closing Date including, without
limitation, any contamination resulting after the Closing Date from any condition existing as of or
prior to the Closing Date that constituted a violation of Environmental Law, provided that Vestcom
and the other Sellers shall also indemnify Purchaser for Damages arising out of, resulting from or
incurred in connection with any violation of Environmental Laws or presence of any Regulated
Substance with respect to the underground storage tank located on the West Caldwell, New Jersey
property (“Storage Tank”) after the Closing Date except to the extent that the Purchaser
causes, or takes actions that exacerbate, such Damages, (v) any claims related to Taxes pertaining
to periods ending on or prior to the Closing Date (as provided in Section 6.1 hereof), and (vi) any
liability of the Sellers relating to the MBC Business or the Purchased Assets incurred prior to the
Closing Date, other than the Assumed Liabilities.



     (b) The Purchaser shall indemnify and hold harmless the Sellers and their Affiliates, agents
and representatives, and any Person claiming by or through any of them, against and in respect of
any and all Damages arising out of, resulting from or incurred in connection with (i) any
inaccuracy in any representation or the breach of any warranty made by the Purchaser in this
Agreement for the applicable Survival Period, (ii) the breach by the Purchaser of any covenant or
agreement to be performed by it hereunder, (iii) after the Closing, the Assumed Liabilities, (iv)
any violation of Environmental Laws by Purchaser with respect to the Leased Real Property that
first occurs after the Closing Date, and (v) any claims related to Taxes pertaining to periods
after the Closing Date (as provided in Section 6.1 hereof).



     (c) Any Person providing indemnification pursuant to the provisions of this Section 8.2 is
hereinafter referred to as an “Indemnifying Party” and any Person entitled to be
indemnified pursuant to the provisions of this Section 8.2 is hereinafter referred to as an
“Indemnified Party.”



     Section 8.3. Procedures for Third Party Claims. In the case of any claim for indemnification
arising from a claim of a third party, including without



-35-









 




limitation a claim for Taxes (a “Third
Party Claim”), an Indemnified Party shall give prompt written notice to the Indemnifying Party
of any claim or demand of which such Indemnified Party has knowledge and as to which it may request
indemnification hereunder. The Indemnifying Party shall have the right to defend and to direct the
defense against any such Third Party Claim, in its name or in the name of the Indemnified Party, as
the case may be, at the expense of the Indemnifying Party, and with counsel selected by the
Indemnifying Party unless (i) such Third Party Claim seeks an order, injunction or other equitable
relief against the Indemnified Party and it is reasonably necessary for the Indemnified Party to
utilize its own counsel either due to time demands or the nature of the relief sought, or (ii) the
Indemnified Party shall have reasonably concluded that there is an actual conflict of interest
arising from the counsel chosen by the Indemnifying Party to represent the Indemnified Party in the
conduct of the defense of such Third Party Claim. Notwithstanding anything in this Agreement to
the contrary, the Indemnified Party shall,
at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the
Indemnifying Party fully informed, in the defense of such Third Party Claim. The Indemnified Party
shall have the right to participate in the defense of any Third Party Claim with counsel employed
at its own expense; provided, however, that, in the case of any Third Party Claim described in
clause (i) or (ii) of the second preceding sentence or as to which the Indemnifying Party shall not
in fact have employed counsel to assume the defense of such Third Party Claim, the reasonable fees
and disbursements of such counsel shall be at the expense of the Indemnifying Party. The
Indemnifying Party shall have no indemnification obligations with respect to any Third Party Claim
which shall be settled by the Indemnified Party without the prior written consent of the
Indemnifying Party, which consent shall not be unreasonably withheld or delayed. No Third Party
Claim may be settled by the Indemnifying Party without the prior written consent of the Indemnified
Party, unless such settlement shall include an unconditional release of the Indemnified Party from
any and all Liabilities arising out of such claim.




     Section 8.4. Procedures for Inter-Party Claims. In the event that an Indemnified Party
determines that it has a claim for Damages against an Indemnifying Party hereunder (other than as a
result of a Third Party Claim), the Indemnified Party shall give prompt written notice thereof to
the Indemnifying Party, specifying the amount of such claim and any relevant facts and
circumstances relating thereto. The Indemnified Party shall provide the Indemnifying Party with
reasonable access to its books and records for the purpose of allowing the Indemnifying Party a
reasonable opportunity to verify any such claim for Damages. The Indemnified Party and the
Indemnifying Party shall negotiate in good faith regarding the resolution of any disputed claims
for Damages. Promptly following the final determination of the amount of any Damages claimed by
the Indemnified Party, the Indemnifying Party shall pay such Damages to the Indemnified Party by
wire transfer or check made payable to the order of the Indemnified Party, without interest.



-36-









 





     Section 8.5. Offset to Indemnification. All amounts of Damages for which a party claims
indemnity shall be offset by any insurance or other monetary benefit received by the Indemnified
Party as a result of the event giving rise to an indemnity claim, so that there is no double
recovery by the Indemnified Party.



     Section 8.6. Remedies Limited.



     (a) No claim may be made for indemnification concerning breaches of representations and
warranties after the expiration of the applicable Survival Period. Claims for indemnification
asserted in a written notice to the Indemnifying Party prior to the end of the Survival Period
shall survive until final resolution thereof.



     (b) Except for indemnification claims relating to Taxes, environmental matters and Employee
Benefits Plans, for which there shall be no indemnification threshold, no claim for indemnification
shall be made unless the aggregate amount of all Damages arising out of or resulting from the
causes set forth in Section 8.2(a)(i) and Section 8.2(b)(i) exceeds $285,000, whereupon the Indemnified Party shall be entitled to
indemnification for the aggregate amount of such Damages which exceed such amount.



     (c) Except for indemnification claims relating to Taxes, environmental matters and Employee
Benefits Plans, for which there shall be no maximum aggregate indemnification amount, the maximum
aggregate amount that may be recovered by an Indemnified Party arising out of or resulting from the
causes set forth in Section 8.2(a)(i) and Section 8.2(b)(i) shall be $3,500,000.



ARTICLE IX




Termination




     Section 9.1. Termination. This Agreement may be terminated at any time prior to the Closing:



     (a) by the Purchaser if, between the date hereof and the Closing: (i) any representations and
warranties of the Sellers contained in this Agreement shall not have been true and correct when
made, (ii) the Sellers shall not have complied in all material respects with the covenants or
agreements contained in this Agreement to be complied with by them or (iii) the Sellers make a
general assignment for the benefit of creditors, or any proceeding shall be instituted by or
against the Sellers seeking to adjudicate any of them as bankrupt or insolvent, or seeking
liquidation, winding up or reorganization, arrangement, adjustment, protection, relief or
composition of their debts under any law relating to bankruptcy or reorganization;



     (b) by Vestcom, on behalf of the Sellers, if, between the date hereof and the Closing: (i)
any representations and warranties of the Purchaser contained in



-37-









 




this Agreement shall not have been
true and correct when made, (ii) the Purchaser shall not have complied in all material respects
with the covenants or agreements contained in this Agreement to be complied with by it or (iii) the
Purchaser makes a general assignment for the benefit of creditors, or any proceeding shall be
instituted by or against the Purchaser seeking to adjudicate it as bankrupt or insolvent, or
seeking liquidation, winding up or reorganization, arrangement, adjustment, protection, relief or
composition of its debts under any law relating to bankruptcy or reorganization;




     (c) by either Purchaser or Vestcom, on behalf of the Sellers, if the Closing shall not have
occurred by January 3, 2006; provided, however, that the right to terminate this Agreement under
this Section 9.1(c) shall not be available to any party whose failure to fulfill any obligation
under this Agreement shall have been the cause of, or shall have resulted in, the failure of the
Closing to occur on or prior to such date;



     (d) by either Purchaser or Vestcom, on behalf of the Sellers, in the event any Governmental
Authority shall have issued an order, decree or ruling or taken any other action restraining,
enjoining or otherwise prohibiting the transactions contemplated by
this Agreement and such order, decree, ruling or other action shall have become final and
nonappealable; or



     (e) by the mutual written consent of the Purchaser and Vestcom, on behalf of the Sellers.



     Section 9.2. Effect of Termination. In the event of termination of this Agreement as provided
in Section 9.1 above, this Agreement shall forthwith become void and there shall be no liability on
the part of either party hereto except (a) with respect to any confidentiality obligation in
Section 6.2 hereof and Section 10.2 hereof and (b) that nothing herein shall relieve any party from
liability for any breach of this Agreement.



ARTICLE X




Miscellaneous




     Section10.1. Notices. All notices or other communications required or permitted hereunder
shall be in writing and shall be delivered personally, by facsimile or sent by certified,
registered or express air mail, postage prepaid, and shall be deemed given when so delivered
personally, or by facsimile, or if mailed, five days after the date of mailing, as follows:



	 	 	 
	If to Sellers:

	 	Vestcom International, Inc.
	 

	 	7304 Kanis Road
	 

	 	Little Rock, Arkansas 72204
	 

	 	Telephone: 501-663-0100
	 

	 	Facsimile: 501-663-7999
	 

	 	Attention: Steven Bardwell, President and CEO






-38-









 






	 	 	 
	 

	 	And
	 
	 	 
	 

	 	Cornerstone Equity Investors, LLC
	 

	 	717 Fifth Avenue, Suite 1100
	 

	 	New York, New York 10022
	 

	 	Attention: Stephen L. Larson, Managing Director
	 
	 	 
	 

	 	And
	 
	 	 
	 

	 	Joel Cartun
	 

	 	29 Hemlock Road
	 

	 	Livingston, New Jersey 07039
	 
	 	 
	With a copy to:

	 	Lowenstein Sandler PC
	 

	 	65 Livingston Avenue
	 

	 	Roseland, New Jersey 07068
	 

	 	Telephone: 973-597-2398
	 

	 	Facsimile: 973 597-2399
	 

	 	Attention: Laura R. Kuntz, Esq.
	 
	 	 
	If to Purchaser:

	 	Bowne & Co., Inc.
	 

	 	345 Hudson Street
	 

	 	New York, NY 10014
	 

	 	Telephone: 212-924-5500
	 

	 	Facsimile: 212-229-3149
	 

	 	Attention: General Counsel
	 
	 	 
	With a copy to:

	 	Simpson Thacher & Bartlett LLP
	 

	 	425 Lexington Avenue
	 

	 	New York, NY
	 

	 	Telephone: 212-455-2000
	 

	 	Facsimile: 212-455-2502
	 

	 	Attention: Vincent Pagano, Jr., Esq.





or to such other address as any party hereto shall notify the other parties hereto (as provided
above) from time to time.




     Section 10.2. Expenses. Regardless of whether the transactions provided for in this Agreement
are consummated, except as otherwise provided herein, the Purchaser, on the one hand, and the
Sellers, on the other hand, shall each pay their own expenses incident to this Agreement and the
transactions contemplated herein.



     Section 10.3. Governing Law; Consent to Jurisdiction; Waiver of Trial by Jury. This Agreement
shall be governed by, and construed in accordance with,



-39-









 




the internal laws of the State of New York.
Each of the parties hereto irrevocably submits to the non-exclusive jurisdiction of the state and
federal courts of the State of New York, for the purpose of any suit, action, proceeding or
judgment relating to or arising out of this Agreement and the transactions contemplated hereby.
Service of process in connection with any such suit, action or proceeding may be served on each
party hereto anywhere in the world by the same methods as are specified for the giving of notices
under this Agreement. Each of the parties hereto irrevocably consents to the jurisdiction of any
such court in any such suit, action or proceeding and to the laying of venue in such court. Each
party hereto irrevocably waives any objection to the laying of venue of any such suit, action or
proceeding brought in such courts and irrevocably waives any claim that any such suit, action or
proceeding brought in any such court has been brought in an inconvenient forum. EACH PARTY HERETO
WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY
JURY IN CONNECTION WITH ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN
CONNECTION WITH THIS AGREEMENT.




     Section 10.4. No Assignment; Successors and Assigns; No Third Party Rights. This Agreement
may not be assigned by operation of law or otherwise, and any attempted assignment shall be null
and void, except that any Seller may assign any of its rights and obligations hereunder to any
other Seller or to any Affiliate of any Seller. This Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective successors, permitted assigns and legal
representatives. This Agreement shall be for the sole benefit of the parties to this Agreement and
their respective successors, permitted assigns and legal representatives and is not intended, nor
shall it be construed, to give any Person, other than the parties hereto and their respective
successors, permitted assigns and legal representatives, any legal or equitable right, remedy or
claim hereunder.



     Section 10.5. Counterparts; Facsimile. This Agreement may be executed in counterparts, each
of which shall be deemed an original agreement, but all of which together shall constitute one and
the same instrument. This Agreement may be executed by facsimile signature.



     Section 10.6. Titles and Headings. The headings in this Agreement are for reference purposes
only, and shall not in any way affect the meaning or interpretation of this Agreement.



     Section 10.7. Entire Agreement. This Agreement, including the Schedules and Exhibits attached
hereto, constitutes the entire agreement among the parties with respect to the matters covered
hereby and supersedes all previous written, oral or implied understandings among them with respect
to such matters.



-40-









 





     Section 10.8. Amendment and Modification. This Agreement may only be amended or modified in
writing signed by the party against whom enforcement of such amendment or modification is sought.



     Section 10.9. Public Announcement. Except as may be required by law, none of the parties
shall issue any press release or otherwise publicly disclose this Agreement or the transactions
contemplated hereby or any dealings between or among the parties in connection with the subject
matter hereof without the prior approval of the other, which will not be unreasonably withheld.



     Section 10.10. Waiver. Any of the terms or conditions of this Agreement may be waived at any
time by the party or parties entitled to the benefit thereof, but only by a writing signed by the
party or parties waiving such terms or conditions.



     Section 10.11. Severability. The invalidity of any portion hereof shall not affect the
validity, force or effect of the remaining portions hereof. If it is ever held that any
restriction hereunder is too broad to permit enforcement of such restriction to its fullest extent,
such restriction shall be enforced to the maximum extent permitted by law.



     Section 10.12. No Strict Construction. Each of the parties to this Agreement acknowledges
that this Agreement has been prepared jointly by the parties hereto, and shall not be strictly
construed against any party.



-41-









 





     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of
the day and year first above written.



	 	 	 	 	 
	 	 	VECTOR INVESTMENT HOLDINGS, INC.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	VESTCOM INTERNATIONAL, INC.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	VESTCOM MID-ATLANTIC, INC.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	VESTCOM NEW CENTURY, LLC
	 	 	By: Vestcom Mid-Atlantic, Inc., its sole member
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	VESTCOM WISCONSIN, INC.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	ELECTRONIC IMAGING SERVICES, INC.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 





-42-









 






	 	 	 	 	 
	 	 	VESTCOM MASSACHUSETTS, INC.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	VESTCOM NORTHWEST, INC.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	LIRPACO INC.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	COS INFORMATION INC.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	504087 N.B. INC.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	3013439 NOVA SCOTIA COMPANY
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 





-43-









 






	 	 	 	 	 
	 	 	VESTCOM ONTARIO INC.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	BOWNE ENTERPRISE SOLUTIONS, LLC
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	BOWNE OF CANADA, LTD.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	BOWNE MBC, LLC
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 





-44-









 







SCHEDULE 2.1




SELLERS/PURCHASERS




     Each Seller is selling its respective Purchased Assets to the Purchaser and the Purchaser is
purchasing such Purchased Assets and assuming the Assumed Liabilities of each Seller as follows:



	 	 	 
	Seller	 	Purchaser
	Vestcom Mid-Atlantic, Inc.

	 	Bowne Enterprise Solutions, LLC
	Lirpaco Inc.

	 	Bowne of Canada, Ltd.
	COS Information Inc.

	 	Bowne of Canada, Ltd.
	504087 N.B. Inc.

	 	Bowne of Canada, Ltd.
	3013439 Nova Scotia Company

	 	Bowne of Canada, Ltd.
	Vestcom Ontario Inc.

	 	Bowne of Canada, Ltd.
	Vestcom International, Inc.

	 	Bowne MBC, LLC
	Vestcom New Century, LLC

	 	Bowne MBC, LLC
	Vestcom Wisconsin, Inc.

	 	Bowne MBC, LLC
	Electronic Imaging Services, Inc.

	 	Bowne MBC, LLC
	Vestcom Massachusetts, Inc.

	 	Bowne MBC, LLC
	Vestcom Northwest, Inc.

	 	Bowne MBC, LLC







 









 








EXHIBIT A




TARGETED WORKING CAPITAL CALCULATION




	 	 	 	 	 
	 	 	9/30/05	 
	CURRENT WORKING CAPITAL ASSETS:
	 	 	 	 
	 
	 	 	 	 
	Net Accounts Receivable
	 	$	11,187,538	 
	Postage Receivable
	 	 	422,219	 
	Supplies Inventory
	 	 	2,192,834	 
	Prepaid Postage
	 	 	771,405	 
	Prepaid Expenses/Other Current Assets
	 	 	901,040	 
	 
	 	 	 
	Total Current Working Capital Assets
	 	$	15,475,036	 
	 
	 	 	 	 
	CURRENT WORKING CAPITAL LIABILITIES:
	 	 	 	 
	 
	 	 	 	 
	Accounts Payable
	 	$	4,808,078	 
	Accrued Expenses
	 	 	3,454,435	 
	Advanced Postage
	 	 	3,536,624	 
	Other Current Liabilities
	 	 	181,053	 
	 
	 	 	 
	Total Current Working Capital Liabilities
	 	$	11,980,190	 
	 
	 	 	 	 
	Total Working Capital Amount
	 	$	3,494,846	 
	 
	 	 	 






 









 






EXHIBIT B




TRANSITION SERVICES AGREEMENT




-2-









 








EXHIBIT C




DEFINITION OF MBC BUSINESS




Overview




     Vestcom Marketing and Business Communications (“MBC” or the “Division”), a division of Vestcom
International, Inc. (“Vestcom” or the “Company”), is a leading provider of outsourced business
communications and marketing services to the financial services; insurance; and travel, leisure,
and gaming industries in the United States and Canada. Many of North America’s most respected
companies trust MBC to provide accurate, timely delivery of business-critical documents to their
customers and prospects. The Division’s service offering combines design, production, and
distribution capabilities to provide a full range of transactional printing, mailing, and document
management services. Additionally, MBC provides its customers an integrated offering of one-to-one
marketing communications by combining advanced data management skills, gained from its history of
leadership in transactional printing, with extensive digital printing and document fulfillment
capabilities. Headquartered in West Caldwell, New Jersey, the Division operates in two principal
segments: Transactional Print and Mail (“Print and Mail”) and Variable Data Print on Demand
(“Print on Demand” or “POD”).



     Transactional Print and Mail  — The Division’s Print and Mail segment works
closely with its customers to design, develop, and produce high quality financial communications.
MBC’s transactional products include monthly and quarterly statements, invoices, bills, trade
confirmations, tax documents, and other compliance communications. The time-sensitive nature of
these services requires the Division to partner with its customers to ensure accurate, timely
transfer of individual account data. In many cases, MBC is directly connected to the customers’
databases through secure digital circuits or over wide area networks. These close working
relationships allow the Division to complete statement production within 48 hours of data receipt
in many cases. Further, through a nationwide distributed network of printing facilities, MBC is
able to deliver consistent, informative documents to approximately 95% of the United States in two
business days or less. MBC’s two largest financial services customers have been with the Division
for over a decade and are representative of MBC’s long-term partnerships with its customers.



     Variable Data Print on Demand  — The Division’s POD segment designs,
produces, and delivers high-end personalized marketing communications for customers in the
financial services; insurance; and travel, leisure, and gaming industries. Print on Demand
utilizes many of the same software tools and technologies as the Transactional Print and Mail
segment and adds web-to-print interfaces, customer relationship management (“CRM”) program detail,
and four-color digital print capabilities to create highly customized communications. As part of
its service to customers, MBC tracks and analyzes response rates and



-3-









 




results, providing customers
with detailed, actionable information often utilized in subsequent programs. Demand for the
Division’s POD services has increased as MBC has demonstrated to its customers an ability to generate
response rates and returns on investment superior to alternative means of communications.




     As a complement to the Division’s print on demand services, MBC provides document fulfillment
services, which combine personalized variable information with static documents to produce
customized kits and packages. Many of these applications involve financial or insurance-related
documents, which must be customized to comply with differing state regulations and specific end
user preferences. These services are integral to the Division’s ability to act as a one-stop shop
in the digital print marketplace.



     Employees and Facilities  — The Division operates its largest facility at its
headquarters in West Caldwell, New Jersey. Additionally, MBC has five other facilities located in
Milwaukee, Wisconsin; Montreal, Canada; Sacramento, California; Seattle, Washington; and
Wilmington, Massachusetts. All locations are leased from unaffiliated third parties.




-4-