Exhibt 10
STOCK PURCHASE AGREEMENT
STOCK PURCHASE AGREEMENT, dated as of September 7, 2007 (this
"Agreement"), by and among S&T International Distribution Limited, a company
incorporated in the British Virgin Islands ("Buyer"), the Singer Children's
Management Trust, a trust formed in the State of New Jersey ("Seller"), and,
solely with respect to Articles I, IV, VI and VII of this Agreement, Xxxx Xxxxxx
and Xxxxx Xxxxxx (together with Seller and Xxxx Xxxxxx, "Seller Parties").
PRELIMINARY STATEMENT
Seller is the owner, beneficially and of record, of 1,853,882 shares
of the common stock of Xxxxxxx Radio Corp., a Delaware corporation (such
company, the "Company" and, such shares, the "Shares"). Seller desires to sell
to Buyer, and Buyer desires to purchase from Seller, the Shares on the terms and
subject to the conditions set forth herein.
Accordingly, in consideration of the mutual agreements hereinafter
set forth, Buyer and Seller Parties agree as follows:
ARTICLE I
DEFINITIONS AND INTERPRETATION
1.1 Definitions. In this Agreement, the following terms have the
meanings specified or referred to in this Section 1.1 and shall be equally
applicable to both the singular and plural forms.
"AAA" has the meaning specified in Section 7.3.
"Affiliate" means:
(a) With respect to an individual:
(i) each other member of such individual's Family (as
defined below);
(ii) any Person that is directly or indirectly
controlled by such individual or one or more
members of such individual's Family;
(iii) any Person in which such individual or members of
such individual's Family hold (individually or in
the aggregate) a Material Interest; and
(iv) any Person with respect to which such individual
or one or more members of such individual's Family
serves as a
director, officer, partner, executor, or trustee
(or in a similar capacity); and
(b) With respect to a specified Person other than an
individual:
(i) any Person that directly or indirectly controls,
is directly or indirectly controlled by, or is
directly or indirectly under common control with
such specified Person;
(ii) any Person that holds a Material Interest in such
specified Person;
(iii) each Person that serves as a director, officer,
partner, executor, or trustee of such specified
Person (or in a similar capacity);
(iv) any Person in which such specified Person holds a
Material Interest;
(v) any Person with respect to which such specified
Person serves as a general partner or a trustee
(or in a similar capacity); and
(vi) any Affiliate of any individual described in
clause (ii) or (iii) above.
For purposes of this definition: (a) the "Family" of an
individual includes (i) the individual, (ii) the individual's spouse, (iii) any
other individual who is related to the individual or the individual's spouse
within the second degree and (iv) any other individual who resides with such
individual; and (b) "Material Interest" means direct or indirect beneficial
ownership (as defined in Rule 13d-3 under the Securities Exchange Act of 1934)
of voting securities or other voting interests representing at least 20% of the
outstanding voting power of a Person or equity securities or other equity
interests representing at least 20% of the outstanding equity securities or
equity interests in a Person.
"Business Day" means any day other than a Saturday, a Sunday
or a day on which banks in New York City or Hong Kong are authorized or
obligated by law or executive order to close.
"Buyer" has the meaning specified in the first paragraph of
this Agreement.
"Buyer Indemnified Parties" has the meaning specified in
Section 6.4.
"Closing" means the closing of the transfer of the Shares from
Seller to Buyer.
"Closing Date" has the meaning specified in Section 3.1.
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"Company" has the meaning specified in the Preliminary
Statement of this Agreement.
"Company Common Stock" means the common stock of the Company.
"Company Stock" means the Company Common Stock and any other
equity securities issued by the Company, whether or not it has the power to vote
in the election of directors of the Company.
"Exchange Act" has the meaning specified in Section 6.2.
"Expiration Date" has the meaning specified in Section 3.1.
"Liens" means any mortgage, pledge, lien, security interest,
conditional or installment sale agreement, encumbrance, charge or other claims
of third parties of any kind.
"Party" and "Parties" mean a party or parties hereto,
respectively.
"Person" means an individual, corporation, partnership,
limited liability company, unincorporated syndicate, unincorporated
organization, trust, trustee, executor, administrator or other legal
representative, governmental authority or agency, or any group of Persons acting
in concert.
"Purchase Price" has the meaning specified in Section 2.2.
"SEC" has the meaning specified in Section 6.2.
"Seller" has the meaning specified in the first paragraph of
this Agreement.
"Seller Indemnified Parties" has the meaning specified in
Section 6.4.
"Seller Parties" has the meaning specified in the first
paragraph of this Agreement.
"Shares" has the meaning specified in the Preliminary
Statement of this Agreement.
"US$" and "U.S. Dollar" mean the official currency of the
United States of America.
ARTICLE II
PURCHASE AND SALE OF SHARES; PURCHASE PRICE
2.1 Purchase and Sale of Shares. Upon the terms and subject to
the conditions of this Agreement, on the Closing Date, Seller shall sell,
transfer, assign, convey and deliver to Buyer, and Buyer shall purchase from
Seller, the Shares.
2.2 Purchase Price. The purchase price for the Shares (the
"Purchase Price") shall be US$7,257,839.20.
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ARTICLE III
CLOSING
3.1 Closing; Closing Date. The Closing shall take place on a
date mutually agreed by the Parties no later than ten (10) Business Days after
the date of this Agreement (the "Expiration Date") at the offices of Sidley
Austin LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000, X.X.X. or at such
other place or at such other time as shall be agreed upon by the Parties. The
time and date on which the Closing is actually held are sometimes referred to
herein as the "Closing Date."
3.2 Payment of Purchase Price; Delivery of Shares. At the
Closing: (a) Buyer shall (i) pay, or cause to be paid, Seller an amount equal to
the Purchase Price by wire transfer of immediately available funds in U.S.
Dollars to the account of Seller set forth on Schedule A hereto and (ii)
deliver, or cause to be delivered, to Seller Parties a release substantially in
the form of Exhibit A-1 hereto; (b) Seller shall deliver, or cause to be
delivered, to Buyer a stock certificate(s) representing the Shares, accompanied
by a duly executed and witnessed stock power transferring the Shares to Buyer;
and (c) Seller Parties shall deliver, or cause to be delivered, to Buyer a
release substantially in the form of Exhibit A-2 hereto.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF SELLER PARTIES
Each Seller Party, severally and jointly, hereby represents
and warrants to Buyer as follows, on the date hereof and the Closing Date:
4.1 Organization and Standing. Seller is a trust validly
existing and in good standing under the laws of the State of New Jersey. Each of
Xxxx Xxxxxx and Xxxxx Xxxxxx has complied with any applicable community property
law and no spousal signature or consent is otherwise required from any party
other than the signatories hereto with respect to him or her in connection with
the entering into, or the effecting, of any transactions contemplated by this
Agreement.
4.2 Authority; Execution and Delivery; Enforceability. Xxxxx
Xxxxxx is the Trustee of Seller and as such has full power and authority to
execute this Agreement and to consummate the transactions contemplated hereby on
behalf of Seller. The execution and delivery by Xxxxx Xxxxxx of this Agreement
on behalf of Seller and the consummation by such Seller Party of the
transactions contemplated hereby have been, where applicable, duly approved by
all requisite action, and no other action is required to authorize such
execution, delivery and consummation. Each Seller Party has duly executed and
delivered this Agreement, and this Agreement constitutes such Seller Party's
legal, valid and binding obligation, enforceable against such Seller Party in
accordance with its terms.
4.3 Title. Seller has good and valid title to the Shares free
and clear of all Liens. Upon consummation of the transactions to be effected at
the Closing in accordance with Article III, good and valid title to the Shares
to be sold by Seller pursuant to Article III will pass to Buyer, free and clear
of any Liens, other than those arising solely from acts of Buyer or its
Affiliates.
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4.4 No Conflicts. The execution and delivery by Seller of this
Agreement does not, and the consummation of the transactions contemplated hereby
will not, conflict with or result in any violation of or default (with or
without notice or lapse of time, or both) under any provision of (a) any
organizational document of Seller, (b) any legally binding contract, lease,
license, indenture or agreement, or other legally binding arrangement, to which
Seller is a party or by which any of Seller's properties or assets is bound or
(c) any judgment, order or decree or statute, law, ordinance, rule or regulation
applicable to Seller or Seller's properties or assets. The execution and
delivery by Xxxx Xxxxxx and Xxxxx Xxxxxx of this Agreement does not, and the
consummation of the transactions contemplated hereby will not, conflict with or
result in any violation of or default (with or without notice or lapse of time,
or both) under any provision of (a) any legally binding contract, lease,
license, indenture or agreement, or other legally binding arrangement, to which
Xxxx Xxxxxx or Xxxxx Xxxxxx is a party or by which any of their respective
properties or assets is bound or (b) any judgment, order or decree or statute,
law, ordinance, rule or regulation applicable to Xxxx Xxxxxx or Xxxxx Xxxxxx or
their respective properties or assets.
4.5 Absence of Options and Other Rights. There are no existing
agreements, subscriptions, options, warrants, calls, commitments, trusts (voting
or otherwise) or rights of any kind whatsoever granting to a third party any
interest in the Shares.
4.6 Absence of Other Affiliate Shareholders. No Seller Party
or any of such Seller Party's Affiliates owns, legally or beneficially, any
Company Stock other than the Shares.
4.7 Broker's Fees. No broker, finder or investment banker is
entitled to any brokerage, finder's or other fee or commission in connection
with the transactions contemplated hereby based upon arrangements made by or on
behalf of the Company or any stockholder of the Company.
4.8 No Other Representations and Warranties. Other than the
representations and warranties contained in this Article IV, Seller Parties do
not make any other representations or warranties, express or implied, with
respect to themselves or the Company. In particular, Seller Parties do not make
any representations or warranties as to the Company's past, current or future
assets, business or prospects.
ARTICLE V
REPRESENTATIONS AND WARRANTIES OF BUYER
Buyer hereby represents and warrants to Seller Parties as
follows, on the date hereof and the Closing Date:
5.1 Organization and Standing. Buyer is a company duly
organized, validly existing and in good standing under the laws of the British
Virgin Islands.
5.2 Authority; Execution and Delivery; Enforceability. Buyer
has full power and authority to execute this Agreement and to consummate the
transactions contemplated hereby. The execution and delivery by Buyer of this
Agreement and the consummation by Buyer of the transactions contemplated hereby
have been duly approved by all requisite action, and no other action is required
to authorize such execution, delivery and consummation. Buyer
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has duly executed and delivered this Agreement, and this Agreement constitutes
Buyer's legal, valid and binding obligation, enforceable against Buyer in
accordance with its terms.
5.3 No Conflicts. The execution and delivery by Buyer of this
Agreement does not, and the consummation of the transactions contemplated hereby
will not, conflict with or result in any violation of or default (with or
without notice or lapse of time, or both) under any provision of (a) any
organizational document of Buyer, (b) any legally binding contract, lease,
license, indenture or agreement, or other legally binding arrangement, to which
Buyer is a party or by which any of Buyer's properties or assets is bound or (c)
any judgment, order or decree or statute, law, ordinance, rule or regulation
applicable to Buyer or Buyer's properties or assets.
5.4 Buyer's Economic Risk; Sophistication. Buyer represents
that it is able to bear the economic risk of the purchase of the Shares and can
afford to sustain a loss of such investment and has such knowledge and
experience in financial and business matters that it is capable of evaluating
the merits and risks of the proposed investment in the Company.
5.5 Fully Informed Decision; No Assurances as to Value of
Purchaser Stock. Buyer acknowledges that it has had access to all material and
records it has deemed relevant to making an informed decision with respect to
the transactions contemplated hereby. Buyer has sought and obtained all
third-party tax and financial advice and all other information necessary to
evaluate the transactions contemplated hereby and to make an informed investment
decision. Buyer acknowledges and agrees that (a) the consideration paid by Buyer
to Seller pursuant to this Agreement was negotiated between Buyer and Seller,
(b) there has been no independent appraisal of the fair market value of the
Shares and (c) the Company may issue additional shares of Company Common Stock
or other equity securities after the Closing Date at prices that are less, on an
equivalent share basis, than the Shares.
5.6 Broker's Fees. No broker, finder or investment banker is
entitled to any brokerage, finder's or other fee or commission in connection
with the transactions contemplated hereby based upon arrangements made by or
on behalf of the Company or any stockholder of the Company.
5.7 No Other Representations and Warranties. Other than the
representations and warranties contained in this Article V, Buyer does not make
any other representations or warranties, express or implied, with respect to
itself or the Company. In particular, Buyer does not make any representations or
warranties as to the Company's past, current or future assets, business or
prospects.
ARTICLE VI
COVENANTS
6.1 Standstill. Subject in all respects to Section 7.1 below,
from the date hereof, and without the prior written consent of Buyer, each
Seller Party agrees that such Seller Party shall not, and shall cause such
Seller Party's Affiliates not to, directly or indirectly: (a) acquire beneficial
ownership of any Company Stock, any securities convertible into or exchangeable
for Company Stock or any other right to acquire Company Stock (including without
limitation by way of option or pledge); or (b) participate in making or
financing any
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tender or exchange offer with respect to any Company Stock, any proposal or
offer for a merger, consolidation or other business combination involving the
Company or any proposal or offer to acquire all or any substantial part of the
assets of the Company.
6.2 Confidentiality.
(a) Subject in all respects to Section 7.1 below, except as
may be required by applicable law or court order, each Seller Party agrees that
such Seller Party shall not, without Buyer's prior written consent, disclose to
any third party (other than such Seller Party's legal counsel) (i) the terms of
this Agreement, (ii) the existence of this Agreement, (iii) the background of
the transactions contemplated hereby or (iv) any non-public information
concerning the Company such Seller Party may have. In addition, to the extent
any Seller Party is required to report the transactions contemplated hereby
under applicable rules of the U.S. Securities Exchange Commission (the "SEC"),
including without limitation Rule 13d-1 of the U.S. Securities Exchange Act of
1934, as amended (the "Exchange Act"), each such Seller Party shall provide a
draft of any such report to Buyer and its counsel at least two (2) Business Days
before filing any such report with the SEC, and modify any such draft filing, to
the extent reasonably requested by Buyer, to make it consistent with Buyer's
anticipated filing under Rule 13d-1 of the Exchange Act. Notwithstanding the
foregoing, Seller Parties may disclose such information to the extent such
information is or becomes known to the public or in the industry generally
through no fault of any Seller Party.
(b) Subject in all respects to Section 7.1 below, except as
may be required by applicable law or court order, Buyer agrees that Buyer shall
not, without the prior written consent of each Seller Party, disclose to any
third party (other than officers of Affiliates of Buyer and Buyer's legal
counsel) (i) the terms of this Agreement, (ii) the existence of this Agreement
or (iii) the background of the transactions contemplated hereby. In addition, to
the extent that Buyer is required to report the transactions contemplated hereby
under applicable rules of the SEC, including without limitation Rule 13d-1 of
the Exchange Act, Buyer shall provide a draft of any such report to each Seller
Party and its respective counsel at least two (2) Business Days before filing
any such report with the SEC, and modify any such draft filing, to the extent
reasonably requested by such Seller Party, to make it consistent with Seller
Parties anticipated filing under Rule 13d-1 of the Exchange Act.
6.3 Non-Disparagement.
(a) Subject in all respects to Section 7.1 below, each Seller
Party agrees that such Seller Party shall not, and that such Seller Party shall
cause such Seller Party's Affiliates not to, defame, criticize or disparage, or
otherwise make negative or critical remarks with respect to, Buyer or the
Company (or any of their respective past, current and future (i) employees,
agents, officers, directors, shareholders, attorneys, agents and contracting
parties, (ii) business and operations and (iii) products and services) in any
medium or to any person without limitation in time, except as may be required by
law or subpoena.
(b) Each Seller Party acknowledges that Buyer would suffer
immediate and irreparable harm in the event that such Seller Party breaches
Section 6.1, Section 6.2(a) or Section 6.3(a) above. Accordingly, such Seller
Party agrees that in the event of any breach or
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threatened breach of such Seller Party's obligations hereunder, Buyer will be
entitled to equitable relief including without limitation an injunction and an
order of specific performance, in addition to all other remedies which may be
available to it.
(c) Subject in all respects to Section 7.1 below, Buyer agrees
that it shall not, and that it shall cause its Affiliates not to, defame,
criticize or disparage, or otherwise make negative or critical remarks with
respect to, Seller Parties in any medium or to any person without limitation in
time, except as may be required by law or subpoena.
(d) Buyer acknowledges that Seller Parties would suffer
immediate and irreparable harm in the event that Buyer breaches Section 6.2(b)
or Section 6.3(c) above. Accordingly, Buyer agrees that in the event of any
breach or threatened breach of Buyer's obligations hereunder, Seller Parties
will be entitled to equitable relief including without limitation an injunction
and an order of specific performance, in addition to all other remedies which
may be available to it.
6.4 Indemnification.
(a) Seller Parties shall, jointly and severally, indemnify,
defend and hold harmless Buyer, its Affiliates and their respective members,
partners, shareholders, officers, directors, employees and representatives
(collectively, "Buyer Indemnified Parties") for any loss, liability, cost or
expense imposed upon or incurred by Buyer Indemnified Parties (whether directly
or indirectly) that arise out of or in connection with a breach by any Seller
Party of such Seller Party's obligations, representations or warranties set
forth in this Agreement.
(b) Xxxx Xxxxxx and Xxxxx Xxxxxx shall, jointly and severally,
indemnify, defend and hold harmless Buyer Indemnified Parties for any loss,
liability, cost or expense imposed upon or incurred by Buyer Indemnified Parties
(whether directly or indirectly) that arise out of or in connection with any
claims which any past, current or future beneficiary of Seller may bring against
any Buyer Indemnified Party arising out of or in connection with Seller's
beneficial ownership of the Shares or any portion thereof.
(c) Buyer shall indemnify, defend and hold harmless Seller
Parties, their Affiliates and their respective members, partners, shareholders,
officers, directors, employees and representatives (collectively, "Seller
Indemnified Parties") for any loss, liability, cost or expense imposed upon or
incurred by Seller Indemnified Parties (whether directly or indirectly) that
arise out of or in connection with a breach by Buyer of Buyer's obligations,
representations or warranties set forth in this Agreement.
6.5 Consulting. For a period of two (2) years after the
Closing Date, Xxxx Xxxxxx agrees to provide such advice and assistance, to the
best of his ability, with respect to Buyer's (or any of its Affiliates')
investment in the Company as Buyer or any of its Affiliates may reasonably
request from time to time.
6.6 Further Assurances. Buyer and Seller Parties further shall
take such other actions as may be desirable or reasonably necessary to
consummate the transactions contemplated hereby.
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ARTICLE VII
GENERAL PROVISIONS
7.1 Termination. If the Closing does not occur on a prior to
the Expiration Date, either Party may terminate this Agreement immediately upon
written notice to the other Party. In the event of termination of this Agreement
pursuant to this Section 7.1, no Party shall have any liability or further
obligation to any other Party hereunder.
7.2 Entire Agreement. This Agreement constitutes the only
agreement of Buyer and Seller Parties with respect to the subject matter hereof,
there being no prior written or oral promises or representations not
incorporated herein.
7.3 Choice of Law; Dispute Resolution. This Agreement shall be
governed by and construed in accordance with the laws of the State of New York,
U.S.A. In the event of any dispute, claim or disagreement arising out of or
relating to this Agreement or the breach thereof, the Parties shall use their
best efforts to settle the dispute, claim or disagreement by good faith
consultations and negotiations. If the Parties are unable to reach a resolution,
then, upon written notice by any Party to the other Party involved in the
dispute, the dispute, claim or disagreement shall be settled by arbitration
administered by the American Arbitration Association (the "AAA") in accordance
with its Commercial Arbitration Rules. Within ten (10) Business Days after the
commencement of arbitration, each Party shall select one person to act as
arbitrator and the two arbitrators so selected shall select a third arbitrator
within ten (10) Business Days of their appointment. If the arbitrators selected
by the Parties are unable or fail to agree upon the third arbitrator within such
time period, the third arbitrator shall be selected by the AAA within the (10)
Business Days following a written request by any of the Parties to the AAA. Any
arbitration commenced pursuant to this Section 7.3 shall be brought in Los
Angeles, California, U.S.A. It is understood and agreed by the Parties that
money damages might not be a sufficient remedy for any breach of this Agreement,
and that, notwithstanding anything else set forth in this Section 7.3 concerning
the arbitration of disputes and the procedure for such arbitration, and pending
the outcome of any such arbitration, each Party shall be entitled to seek and
obtain injunctive relief as a provisional remedy for any such breach, which
shall not be deemed to be the exclusive remedy for any such breach but shall be
in addition to all other provisional remedies available at law or equity,
including pursuant to Section 6.3(b) or Section 6.3(d), as applicable. The
prevailing Party in the arbitration shall be entitled, in addition to such other
relief as may be granted, to its reasonable attorney's fees and other costs
reasonably incurred in such arbitration.
7.4 Amendment. No amendment or modification of the terms of
this Agreement shall be binding on either Party unless reduced to writing and
signed by an authorized representative of the Party to be bound.
7.5 Severability. Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall be ineffective in such
jurisdiction to the extent of such prohibition or unenforceability without
affecting, impairing or invalidating the remaining provisions or the
enforceability of this Agreement.
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7.6 Notices. All notices, requests, claims, demands and other
communications hereunder shall be in writing and shall be given (and shall be
deemed to have been duly given upon receipt) by delivery in person, by facsimile
or other standard form of telecommunications, or by registered or certified
mail, postage prepaid, return receipt requested, addressed to Buyer or Seller
Parties, as applicable, at the address set forth below:
if to Buyer:
c/o The Grande Holdings Limited
12th Floor, Xxx Xxxxxx Xxxxxxxx
000 Xxxx Xxxx Xxxx
Xxxxxxx, Xxxx Xxxx
Facsimile: (000) 0000-0000 and (00) 0000-0000
Attention: Xx. Xxxx Xxx, Esq.
if to Seller Parties:
Singer Children's Management Trust
0000 Xxxxxxxx Xxxxxx 0xx Xxxxx
Xxxx Xxx, XX 00000, X.X.X.
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attention: Xx. Xxxxx Xxxxxx
7.7 Counterparts. For convenience of the Parties, this
Agreement may be executed in one or more counterparts, each of which shall be
deemed an original for all purposes.
[Signature pages to follow]
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IN WITNESS WHEREOF, the Parties hereto have caused this
Agreement to be executed the day and year first above written.
S&T INTERNATIONAL DISTRIBUTION LIMITED
By:
------------------------------
Name:
Title:
SINGER CHILDREN'S MANAGEMENT TRUST
By:
------------------------------
Name: Xxxxx Xxxxxx
Title: Trustee
XXXX XXXXXX, individually (solely with respect to Articles
I, IV, VI and VII)
---------------------------
XXXXX XXXXXX, individually (solely with respect to Articles
I, IV, VI and VII)
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Schedule A
Seller's Wire Instructions:
Keybank National Association
ABA No.: 000-000-000
For Further Credit: Singer Children's Management Trust
Acct. No.: 358542021078
Ref.: Xxxxxxx Radio/S&T
Exhibit A-I
RELEASE
Reference is made to the Stock Purchase Agreement, dated as of
September 7, 2007 (the "Stock Purchase Agreement"), by and among S&T
International Distribution Limited ("Buyer"), the Singer Children's Management
Trust ("Seller"), Xxxx Xxxxxx and Xxxxx Xxxxxx (together with Seller and Xxxx
Xxxxxx, "Seller Parties"). Capitalized terms used but not defined herein shall
have the respective meanings assigned to such terms in the Stock Purchase
Agreement.
Buyer, for itself and its successors and assigns, hereby
forever releases and discharges each Seller Party and such Seller Party's
Affiliates, together with their respective officers, directors, partners,
members, agents, successors and assigns, from any and all manner of actions,
causes of action, suits, claims, counterclaims, debts, dues, sums of money,
account, reckonings, bonds, bills, specialties, covenants, contracts,
controversies, agreements, promises, variances, trespasses, damages, guarantees,
judgments, extents, executions, defenses and demands whatsoever, including
claims for contribution and/or indemnity, whether now known or unknown, past or
present, asserted or unasserted, contingent or liquidated, at law or in equity,
arising, prior to or after the Closing Date, out of or in connection with
Seller's beneficial ownership of the Shares or any portion thereof; provided
that nothing herein will limit Buyer's ability to make a claim against any
Seller Party for any claim arising solely out of the Stock Purchase Agreement.
S&T INTERNATIONAL DISTRIBUTION LIMITED
By: Grande N.A.K.S. Ltd., its sole director
By:
------------------------------
Name:
Title:
Exhibit A-2
RELEASE
Reference is made to the Stock Purchase Agreement, dated as of
September 7, 2007 (the "Stock Purchase Agreement"), by and among S&T
International Distribution Limited ("Buyer"), the Singer Children's Management
Trust ("Seller"), Xxxx Xxxxxx and Xxxxx Xxxxxx (together with Seller and Xxxx
Xxxxxx, "Seller Parties"). Capitalized terms used but not defined herein shall
have the respective meanings assigned to such terms in the Stock Purchase
Agreement.
Each Seller Party, for itself and its successors and assigns,
as well as, in the case of Xxxxx Xxxxxx, on behalf of any past, current or
future beneficiaries of Seller, hereby forever releases and discharges Buyer and
its Affiliates, together with their respective officers, directors, partners,
members, agents, successors and assigns, from any and all manner of actions,
causes of action, suits, claims, counterclaims, debts, dues, sums of money,
account, reckonings, bonds, bills, specialties, covenants, contracts,
controversies, agreements, promises, variances, trespasses, damages, guarantees,
judgments, extents, executions, defenses and demands whatsoever, including
claims for contribution and/or indemnity, whether now known or unknown, past or
present, asserted or unasserted, contingent or liquidated, at law or in equity,
arising, prior to or after the Closing Date, out of or in connection with
Seller's beneficial ownership of the Shares or any portion thereof; provided
that nothing herein will limit a Seller Party's ability to make a claim against
Buyer for any claim arising solely out of the Stock Purchase Agreement.
SINGER CHILDREN'S MANAGEMENT TRUST
By:
---------------------------
Name: Xxxxx Xxxxxx
Title: Trustee
XXXX XXXXXX, individually
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XXXXX XXXXXX, individually
-------------------------------
