EXHIBIT 2 ITEM 5. OTHER EVENTS. On June 17, 1997, pursuant to a Securities Purchase Agreement dated as of May 5, 1997, as amended by Amendment No. 1 to the Securities Purchase Agreement, dated as of June 5, 1997 (the "Securities Purchase Agreement"),...Securities Purchase Agreement • July 2nd, 1997 • Pinto James J • Games, toys & children's vehicles (no dolls & bicycles)
On June 17, 1997, pursuant to a Securities Purchase Agreement dated as of May 5, 1997, as amended by Amendment No. 1 to the Securities Purchase Agreement, dated as of June 5, 1997 (the "Securities Purchase Agreement"), among Empire of Carolina, Inc., a Delaware corporation (the "Company"), HPA Associates, LLC ("HPA") and EMP Associates, LLC ("EMP"), the Company issued to HPA, EMP and other accredited investors (as defined in Rule 501 under the Securities Act of 1933, as amended) ("Accredited Investors") 1,100,000 shares of the Company's Series A preferred stock, $.01 par value per share, $10 face value per share (the "Series A Preferred Stock") and 5,000,000 warrants to purchase shares of the Company's common stock, $.10 par value per share (the "Common Stock") (the "Principal Investment"). On June 18, 1997, the Company issued to HPA and other Accredited Investors an additional 500,000 shares of the Series A Preferred Stock and an additional 2,500,000 warrants (the "Additional Investme
Joint Filing AgreementJoint Filing Agreement • July 2nd, 1997 • Pinto James J • Games, toys & children's vehicles (no dolls & bicycles)
In accordance with rule 13d-1(f) under the Securities Exchange Act of 1934, the undersigned hereby agrees to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock, par value $0.10 per share, of Empire of Carolina, Inc. and that this Agreement be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, and in differing counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. IN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 30th day of June, 1997.
EMPIRE OF CAROLINA, INC. SUPPLEMENT TO SUBSCRIPTION AGREEMENTPinto James J • July 2nd, 1997 • Games, toys & children's vehicles (no dolls & bicycles)
CLAWBACK AGREEMENTClawback Agreement • February 25th, 1998 • Pinto James J • Motor vehicle parts & accessories • New York
Securities Purchase Agreement, dated as of May 5, 1997, as amended by and among Empire of Carolina, Inc., HPA Associates, LLC and EMP Associates LLC Direction of Issuance -------------------------------------------------------------------- Gentlemen:...Pinto James J • July 2nd, 1997 • Games, toys & children's vehicles (no dolls & bicycles)
EXECUTION VERSION WARRANT ALLOCATION AGREEMENT Agreement dated as of June 5, 1997 by and between HPA Associates, LLC ("HPA"), EMP Associates LLC ("EMP"), Pellinore Securities Corp. ("Pellinore") and Axiom Capital Management Inc. ("Axiom") (Pellinore...Warrant Allocation Agreement • July 2nd, 1997 • Pinto James J • Games, toys & children's vehicles (no dolls & bicycles)
