STOCK REPURCHASE
AGREEMENT
THIS
STOCK REPURCHASE AGREEMENT (“Agreement”) is made and
entered into as of May 9, 2006 (the “Effective
Date”), by and among Advanta Corp., a Delaware corporation
(the “Company”), Dennis Alter (“Alter”),
Dennis J. Alter, Trustee U/I/T dated December 15, 2003 (the
“2003 GRAT”) and the Dennis J. Alter, Trustee U/I/T
dated May 24, 2004 (the “2004 GRAT”, and
collectively with Alter and the 2003 GRAT, the
“Sellers”).
WHEREAS,
each Seller owns the number of shares of Class B Common Stock
of the Company set forth next to such Seller’s name on
Exhibit A hereto (the “Shares”).; and
WHEREAS,
the Company desires to repurchase from each Seller the
Seller’s Shares and each Seller desires to sell, assign and
transfer to the Company each of the Seller’s Shares, upon the
terms and subject to the conditions set forth in this
Agreement.
NOW,
THEREFORE, in consideration of the foregoing and of the mutual
covenants contained herein, the parties hereto, intending to be
legally bound, agree as follows:
1.
Purchase of the Shares, Purchase Price . Subject to the
terms and conditions contained in this Agreement, each of the
Sellers hereby sells, assigns and transfers the Shares set forth
next to such Seller’s name on Exhibit A hereto to the
Company for a purchase price of $38.67 per Share, payable by wire
transfer of immediately available funds.
2.
Delivery of Stock Powers . Contemporaneously with the
execution of this Agreement, each of the Sellers is delivering to
the Company one or more irrevocable stock powers relating to all of
the Shares being sold by such Seller hereunder, in the form
attached hereto as Exhibit B.
3.
Representations, Warranties and Covenants of Sellers
.
a.
Each Seller hereby represents, warrants and covenants:
i.
such Seller is the lawful owner, both beneficially and of record,
of the Shares set forth next to such Seller’s name on
Exhibit A hereto. Such Seller owns such Shares free and clear
of all liens, encumbrances, restrictions and claims of every
kind;
ii.
such Seller has the legal right, power and authority to enter into
this Agreement and to consummate the transactions contemplated
herein;
iii.
such Seller hereby transfers to the Company good and valuable title
to each of the Shares set forth next to Seller’s name on
Exhibit A hereto, free and clear of all liens, encumbrances,
and claims of every kind. As soon as reasonably practicable after
the Effective Date, such Seller shall deliver such Shares set forth
next to such Seller’s name on Exhibit A hereto to
the
iv.
such Seller is not subject to or a party to any lien, agreement,
contract, law, regulation, order, judgment or decree, or any other
restriction of any kind or character, that would prevent
consummation of the transactions contemplated by this Agreement or
that would otherwise restrict such Seller’s ability to
transfer marketable title to the Shares set forth next to
Seller’s name on Exhibit A hereto in accordance with the
terms hereof; and
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