1
Exhibit 10.105
SUBSCRIPTION AGREEMENT
August 15, 1996
Renaissance Cosmetics, Inc.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Gentlemen:
Reference is hereby made to Section 5.6 of the Securities Purchase
Agreement (the "Securities Purchase Agreement), dated as of May 29, 1996, as
amended, by and between Renaissance Cosmetics, Inc., a Delaware corporation (the
"Company"), and CIBC WG Argosy Merchant Fund 2, L.L.C. Capitalized terms not
otherwise defined herein shall have the meaning set forth in the Securities
Purchase Agreement.
1. The undersigned hereby subscribes for fifty-one thousand nine hundred
and fifty-nine (51,959) shares of Common Stock, par value $0.01, of the Company
(the "Shares"). Payment therefor will be made on August 15, 1996 (upon the
issuance of an appropriate certificate or certificates representing such Shares
to and in the name of the undersigned), in cash, by wire transfer to an account
designated by the Company, for an aggregate purchase price of five million
dollars ($5,000,000).
2. The Shares, when issued, shall be fully paid and non-assessable and the
certificate or certificates therefor shall so state.
2
2
3. The Company hereby acknowledges that:
3.1 each of the representations, warranties, covenants and
agreements contained in Section 3.1 of the Securities Purchase Agreement is true
and correct in all material respects on and as of the date hereof, except for
the representations and warranties made as of an earlier date which were true
and correct as of such earlier date.
3.2 the Company has complied in all material respects with all
agreements set forth in the Securities Purchase Agreement required to be
performed by the Company at or prior to the date hereof.
3.3 the indemnification provisions contained in Article VII of the
Securities Purchase Agreement shall apply to the representations, warranties,
covenants and agreements made by the Company pursuant to this Section 3.
4. The undersigned hereby acknowledges that each of the representations,
warranties, covenants and agreements contained in Section 3.2 of the Securities
Purchase Agreement is true and correct in all material respects on and as of the
date hereof.
3
3
5. The undersigned hereby agrees that the Shares will be subject to the
restrictions on transfer of capital stock set forth in the Stockholders
Agreement and agrees that upon amendment to the Stockholders Agreement it will
execute a joinder agreement to the Stockholders Agreement in form and substance
reasonably satisfactory to the Company.
Very truly yours,
CIBC WG ARGOSY MERCHANT FUND 2, L.L.C.
By: __________________________
Name:
Title:
Accepted: As of August 15, 1996
RENAISSANCE COSMETICS, INC.
By: _____________________
Name:
Title:
