EXHIBIT 2.2
Barington Capital Group, L.P.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
January 5, 2007
Special Committee of the Board of Directors
L Q Corporation, Inc.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attn: Xx. Xxxxxx Xxxxx
Chairman
Dear Xxxxxx:
Reference is hereby made to the Agreement and Plan of Merger (the
"MERGER AGREEMENT") which is being executed contemporaneously herewith, by and
among Dynabazaar, Inc., a Delaware corporation ("DYNABAZAAR"), LQ Merger Corp.,
a Delaware corporation and a direct, wholly owned subsidiary of Dynabazaar
("LMC"), and L Q Corporation, Inc., a Delaware corporation ("LQ"). Capitalized
terms not otherwise defined herein shall have the meanings assigned to such
terms in the Merger Agreement.
Barington Capital Group, L.P. ("BARINGTON") and its affiliates are
collectively the beneficial owners of approximately 7.2% of the outstanding
shares of LQ Common Stock. In connection with the Merger, Barington hereby
irrevocably and unconditionally agrees to vote, and to cause its affiliates to
vote, all of the shares of LQ Common Stock now owned or hereafter acquired by
Barington and its affiliates in respect of the Merger, in proportion to the
votes of the other stockholders of LQ.
BARINGTON CAPITAL GROUP, L.P.
By: LNA Capital Corp., its general partner
By: /s/ Xxxxx X. Xxxxxxxxxxx
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Name: Xxxxx X. Xxxxxxxxxxx
Title: President and CEO
