Exhibit 10.14
EXECUTION COPY
CONTRIBUTION AGREEMENT (this “
Agreement ”) dated as of March 2, 2007, is made
by and between RDA Holding Co., a Delaware Company (“
RDA Holdco ”), and The Reader’s
Association, Inc., a Delaware corporation (“
Reader’s Digest ”).
WHEREAS, prior to
the closing under the RDA Merger Agreement (as defined below),
pursuant to the Share Exchange Agreement dated as of
March 2, 2007, by and between RDA Holdco and
1302791 Alberta ULC, an Alberta unlimited liability
corporation (“ Canadian Co .”), RDA Holdco.
transferred all the outstanding shares of Doctor Acquisition Co. to
Canadian Co., and Canadian Co. issued shares of common stock of
Canadian Co. to RDA Holdco, resulting in RDA Holdco directly owning
all the outstanding common stock of Canadian Co. and Canadian Co.
directly owning all the outstanding common stock of Doctor
Acquisition Co.
WHEREAS, pursuant
to the Agreement and Plan of Merger, dated as of
November 16, 2006, among RDA Holdco (formerly known as
Doctor Acquisition Holding Co.), Doctor Acquisition Co. and
Reader’s Digest (the “ RDA Merger Agreement
”), and pursuant to the filing of a certificate of merger
with the Secretary of State of the State of Delaware on the date
hereof, Canadian Co. became the direct owner of all of the common
stock, par value $1.00 per share, of Reader’s Digest.
WHEREAS, pursuant
to the Agreement and Plan of Merger, dated as of January 23,
2007, among RDA Holdco, WRC Acquisition Co. and WRC Media Inc.
(“ WRC Media ”), and pursuant to the filing of a
certificate of merger with the Secretary of State of the State of
Delaware on the date hereof, RDA Holdco became the direct owner of
all of the common stock, par value $1.00 per share, of WRC
Media.
WHEREAS, pursuant
to the Stock Acquisition Agreement, dated as of January 23,
2007, among RDA Holdco, Direct Holdings U.S. Corp. (“ DH
U.S. Corp .”) and each of the members of Direct Holdings
Worldwide L.L.C., RDA Holdco became the direct owner of all of the
common stock, par value $0.01 per share, of DH U.S. Corp.
WHEREAS , after the
closing under the RDA Merger Agreement, Canadian Co. distributed
all the outstanding shares of common stock of Reader’s Digest
to RDA Holdco as a return of capital under Canadian corporate law,
resulting in RDA Holdco directly owning all the outstanding shares
of common stock of Reader’s Digest.
WHEREAS, after the
closing under the RDA Merger Agreement and the distribution b
