worth; taxes or other charges in the nature of excise, withholding, ad valorem,
stamp, transfer, value added, or gains taxes; and license, registration and
documentation fees.
"TRANSITION SERVICES AGREEMENT" means that certain Transition Services
Agreement dated as of May 25, 2001 by and between PFSweb and Parent.
Section 2. THE STOCK PURCHASE.
2.1. The Stock Purchase. At the Closing Date and subject to and upon
the terms and conditions of this Agreement and the applicable laws of Texas,
Purchaser will purchase from Daisytek, and Daisytek agrees to sell to Purchaser,
all of the shares of BSD Stock for the consideration set forth below in Section
2.3.
2.2. Closing. As promptly as practicable after the satisfaction or
waiver of the conditions set forth in Section 6 hereof, the parties will cause
the Stock Purchase to be consummated (the "CLOSING") at 10:00 a.m. Central Time
at the offices of Munsch Hardt Kopf & Harr, P.C. 1445 Ross Avenue, 4000 Fountain
Place, Dallas, Texas 75202, on any mutually agreed upon date (the "CLOSING
DATE"); provided that if all such conditions are not met or waived prior to
September 30, 2001 (unless extended) this Agreement shall terminate.
2.3. Purchase Price.
(a) In consideration of an aggregate cash purchase price of
Nine Hundred Twenty Three Thousand Dollars ($923,000) (the "CASH
CONSIDERATION") and the Purchase Rights (together with the Cash
Consideration, the "CONSIDERATION"), Daisytek will transfer to
Purchaser (i) 100% of the shares of common stock of BSD set forth on
Exhibit A for an aggregate number of shares equal to 100 shares of
common stock, $.01 par value per share (the "BSD COMMON STOCK"), (ii)
100% of the shares of common stock of BSD Europe set forth on Exhibit A
for an aggregate number of shares equal to 40 shares of capital stock,
NLG (Dutch guilders) 1,000 par value per share (the "BSD EUROPE
STOCK"), and (iii) 100% of the shares of common stock of BSD Canada set
forth on Exhibit A for an aggregate number of shares equal to 1,000,010
shares of common stock, no par value per share (the "BSD CANADA COMMON
STOCK" and together with the BSD Common Stock and the BSD Europe Stock,
the "BSD STOCK").
(b) In addition to the Consideration to be paid in Section
2.3(a) above, on the Closing Date, Purchaser and Daisytek shall settle
all intercompany balances between Parent, Daisytek and its wholly owned
subsidiaries, on the one hand, and each of the BSD Companies, on the
other hand, by payment from Daisytek to the BSD Companies (as directed
by Purchaser) of an aggregate amount of Five Million Two Hundred Six
Thousand Three Hundred Thirteen Dollars and Sixty Seven Cents
($5,206,313.67) with Five Million One Hundred Sixty Six Thousand Seven
Hundred Seventy One Dollars and Forty Seven Cents ($5,166,771.47) paid
at Closing (the "INTERCOMPANY AMOUNT") and Thirty Nine Thousand Five
Hundred Forty Two Dollars and Twenty Cents ($39,542.20) to be paid
within five (5) business days thereafter. Upon payment of such amounts,
any and all amounts owed to or from any of the BSD Companies to or from
Parent, Daisytek
6