Exhibit 10.11
SUBSCRIPTION AND
PURCHASE AGREEMENT
This SUBSCRIPTION AND PURCHASE AGREEMENT dated as of March 30, 2009
(this “ Agreement ”), is
entered into by and between Pershing Square, L.P. (“
Pershing Square ”), and Borders Group, Inc. (the
“ Company ”).
WHEREAS, Pershing Square desires to subscribe for and acquire 100
shares of common stock, no par value, of the Company (the “
Subscribed Shares ”) in consideration of the payment
of an amount in cash of $0.65 per share of common stock (such per
share price multiplied by the total number of Subscribed Shares,
the “ Subscription Price ”);
NOW, THEREFORE, Pershing Square and the Company, intending to be
legally bound hereby, agree as follows:
Section 1.1 Subscription . Pershing Square hereby
subscribes for and purchases, and the Company hereby accepts such
offer, agrees to issue and sells to Pershing Square, the Subscribed
Shares, in consideration of the payment in cash by Pershing Square
to the Company on or before the date hereof of the Subscription
Price, the receipt of which is hereby acknowledged.
Section 1.2 Corporate action . Each party to this Agreement
represents and warrants that the execution and delivery of this
Agreement and the performance by each party of its respective
obligations hereunder has been duly authorized by all necessary
corporate action on its part.
Section 1.3 Issuance of the Subscribed Shares
. The Company
represents and warrants that the allotment and issuance of the
Subscribed Shares has been duly and validly authorized by all
necessary corporate action on its part and that the Subscribed
Shares are fully paid and nonassessable.
Section 1.4 Delivery of certificate . Promptly after execution of
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