Exhibit 2.6
JOINDER
AGREEMENT
This Joinder Agreement (this “
Joinder Agreement ”) is made and entered into as of
the 2nd day of January 2007 by and between Sanford Edlein (“
Shareholder ”), and Huron Consulting Group Holdings
LLC, a Delaware limited liability company (“ Purchaser
”).
RECITALS
WHEREAS, Purchaser desires to
purchase all of the issued and outstanding shares of the capital
stock of Glass & Associates, Inc., a Delaware corporation
(the “ Company ”), which are owned by
Shareholder (constituting 52 shares and are referred to herein as
(the “ Shares ”)); and
WHEREAS, pursuant to that certain
Stock Purchase Agreement, dated as of the date hereof (the “
Purchase Agreement ”), by and among the Company, each
of the shareholders of the Company, and Purchaser and Guarantor (as
defined in the Purchase Agreement), Purchaser intends to acquire
all of the issued and outstanding shares of the capital stock of
the Company consisting of 736 shares of common stock, par value of
$.01 per share; and
WHEREAS, Purchaser and Shareholder
desire to modify certain of the terms and conditions of the
Purchase Agreement as they may apply to Shareholder and to make
certain additional agreements with respect to the sale of the
Shares owned by Shareholder all as reflected in this Joinder
Agreement; and
WHEREAS, the execution of this
Joinder Agreement by Shareholder is a condition precedent to the
obligations of the parties to the Purchase Agreement to consummate
the transactions contemplated by the Purchase Agreement.
NOW, THEREFORE, in consideration of
the foregoing and the representations, warranties, covenants and
agreements contained in this Joinder Agreement and incorporated
herein from the Purchase Agreement, and for other good and valuable
consideration the receipt and sufficiency of which is acknowledged,
Shareholder and Purchaser hereby agree as follows:
1. Definitions and
Construction .
Capitalized terms used in this Joinder Agreement and not otherwise
defined herein shall have the meanings assigned thereto in the
Purchase Agreement. To the extent that any provision of the
Purchase Agreement conflicts or is inconsistent with the terms of
this Joinder Agreement, this Joinder Agreement shall
govern.
2. Agreement to be bound by
the Purchase Agreement . Shareholder acknowledges receipt of a copy of
the Purchase Agreement and hereby agrees that he shall be bound by
all of the terms, conditions and provisions thereof, except to the
extent modified or superseded by the provisions of this Joinder
Agreement, and Shareholder shall be deemed for all purposes to be a
party to (as if he were an original signatory to) the Purchase
Agreement as a “Seller” thereunder.
3. Representations and
Warranties .
Shareholder hereby makes all of the representations and warranties
set forth in Article III and Article IV of the
Purchase Agreement as if such representations and warranties were
fully set forth herein.
4. Additional Purchase
Price . In addition
to Shareholder’s percentage interest in the Purchase Price,
as determined under Article II of the Purchase Agreement,
Shareholder shall receive the following as additional consideration
for the sale, conveyance, transfer, assignment and delivery of the
Shares.
(a) Additional Short Term
Note . Purchaser shall execute and deliver to Shareholder at
the Closing, a short-term note (the “ Additional
Short-Term Note ”) dated the Closing Date, in a principal
amount of One Million Dollars ($1,000,000.00), subject to the
amount of adjustment as set forth in Section 6.6(g) of
the Purchase Agreement (the “ Additional Purchase
Price ”). The Additional Short-Term Note shall be payable
in full on the second Business Day after the Closing Date by wire
transfer to an account designated in advance by Shareholder and
otherwise in the form mutually agreed to by Purchaser and
Shareholder and shall be guaranteed by the Guarantor.
(b) Earn-Out
Payments
(1) For the four-year period
beginning January 1, 2007 (the “ Earn-Out Period
”), Purchaser shall pay to Shareholder the percentage set
forth on Schedule 5(a) hereto of the aggregate Earn-Out in
accordance with the provisions hereof (the “ Shareholder
Percentage” ) with respect to each Calculation Period
within the Earn-Out Period an amount (each, an “ Earn-Out
Payment ”) equal to (i)(A) the Combined Revenue
minus (B) the Minimum Revenue Amount, multiplied by
(ii) the percentage set forth on Schedule 5(b) hereto;
provided , however , that no Earn-Out Payment shall
be made in any Calculation Period unless the Earn-Out Conditions
for such Calculation Period shall have been satisfied.
(2) For purposes hereof, the
following definitions shall apply:
(i) “ Calculation
Periods ” means (A) the twelve-month period
beginning January 1, 2007 and ending on December 31,
2007, (B) the twelve-month period beginning January 1,
2008 and ending on December 31, 2008, (C) the
twelve-month period beginning January 1, 2009 and ending on
December 31, 2009, and (D) the period beginning
January 1, 2010 and ending on December 31,
2010.
(ii) “ Earn-Out
Conditions ” means with respect to any Calculation
Period, (A) Combined Revenues are in excess of the Minimum
Revenue Amount applicable for such Calculation Period, (B) the
Gross Margin for such Calculation Period equals or exceeds the
applicable percentage of Combined Revenues set forth on Schedule
5(c) hereto, (C) the cumulative Earn-Out Payments exceed
the Post-Closing Payment, and (D) the cumulative Earn-Out
Payments exceed the Gross Margin Recapture Amount.
(iii) “ Gross Margin
” means Combined Revenue for a Calculation Period less labor
and other direct engagement expenses accrued for the applicable
period, which for purposes hereof shall consist of salaries,
signing bonuses, spot awards, overtime pay, fringe benefits
(including, cost of standard employee insurance coverage –
health, dental, vision,
2
standard payroll tax costs (FICA,
FUTA, SUTA), workers’ compensation cost, cost of 401k Plan
company match, short term and long term disability insurance,
employer life insurance, state tax adjustments for employees
working outside their home state, cost of “tax true-up”
for employees related to long term out of town assignments where
travel and living expenses are required to be treated as
compensatory income to the individual per IRS regulations, cost of
work/life benefit, cost of travel award program, cost of managing
director long-term disability insurance, and any other fringe
benefit costs related to future benefit programs adopted by
Purchaser or its Affiliates which benefit employees of the Practice
or Purchaser’s restructuring business), incentive
compensation, non-reimbursable out-of-pocket expenses (e.g.,
travel, housing and other similar expenses not reimbursed by
clients or customers), reserves for bad debt, internal commission
expense for cross selling between teams and contractor payments.
For purposes of the computation of Gross Margin, the following
expenses shall not be deducted from Combined Revenue:
(A) expenses related to share based compensation,
(B) out-of-pocket expenses which are reimbursable by clients
or customers of the Practice or Purchaser’s restructuring
business, (C) Earn-Out Payments made or accrued in accordance
with this Section 4(b), and (D) any expenses
accrued on the Final Closing Date Balance Sheet to the extent of
the amount accrued. In addition, only inter-company payroll
expenses for employees of other practices of Purchaser and its
Affiliates (and non-reimbursable out-of-pocket expenses and direct
benefits expenses attributable to such employees) engaged on behalf
of the Pract
