AGREEMENT OF TRANSFER AND SALE
The undersigned (or the nominee of the undersigned) is an owner of the number of
shares of Series A Convertible Preferred Stock, par value $0.10 per share
("Shares") of Hills Stores Company, a Delaware corporation ("Company") set forth
below on this Agreement of Transfer and Sale ("Agreement"), and agrees to sell
and transfer all of the undersigned's right, title and interest in the Shares to
Xxxx Island, LLC, on the terms and conditions set forth in Xxxx Island, LLC's
Offer to Purchase dated February 5, 1998, and as set forth below. Unless
otherwise indicated below, the undersigned agrees to sell all (100%) of the
Shares the undersigned owns.
1. Notwithstanding any provision to the contrary, the undersigned agrees that
in the event any distribution of cash with respect to the Shares or any
redemption of the Shares is made or declared (collectively, a "Distribution") by
the Company to the undersigned on or after January 1, 1998 with respect to the
Shares being sold and transferred to it pursuant to this Agreement, that the
cash price of $3.25 per Share to be paid to the undersigned shall be reduced by
the amount of the Distribution per Share to the undersigned. To the extent any
Distribution is made or declared by the Company with respect to the Shares for
any period on or after January 1, 1998 that are received by the undersigned, the
undersigned understands that the amount of said Distribution will be deducted
from the cash price of $3.25 per Share to be paid to the undersigned by Xxxx
Island, LLC, pursuant to the timing set forth in the Offer. To this end, upon
acceptance of this transfer by the Company, the undersigned hereby instructs the
Company to change the address of its account to : Xxxx Island, LLC, c/o Global
Capital Management, 000 Xxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxxxxx, Xxxxxxxxx 00000,
or such entity as Xxxx Island, LLC may designate in its sole discretion.
2. The undersigned (or the nominee for the undersigned) by executing this
Agreement hereby irrevocably constitutes and appoints Xxxx Island, LLC, a
Delaware limited liability company, and its Manager, Global Capital Management,
Inc., a Delaware corporation, as its true and lawful agent and attorney-in-fact
with respect to the Shares with full power of substitution (such power of
attorney being deemed to be an irrevocable power coupled with an interest) of
the undesigned to (a) execute, swear to, acknowledge, and file any document
providing for or relating to the transfer of the ownership of the Shares on the
books of the Company; (b) deliver the Shares and transfer ownership of the
Shares on the books of the Company; (c) endorse in favor of Xxxx Island, LLC or
any other payee Xxxx Island, LLC otherwise designates on the undersigned's
behalf, any and all payments payable to the undersigned and received by Xxxx
Island, LLC from the Company for any period of time on or after January 1, 1998;
and (d) receive all benefits and distributions and cause the Company to amend
the books and records of the Company, including my record account and address,
to direct Distributions to Xxxx Island, LLC and otherwise exercise all rights of
beneficial owner of the Shares. Neither Xxxx Island, LLC, nor Global Capital
Management, Inc. shall be required to post bond of any nature in connection with
this power of attorney.
3. The undersigned hereby represents and warrants that the Shares are being
sold and transferred free and clear of all liens and encumbrances of any
kind, that it has the authority to execute this Agreement and that the
Company may rely on this Agreement and any document executed by Xxxx Island,
LLC or Global Capital Management, Inc., as the attorney-in-fact for the
undersigned, which are necessary or convenient to carrying out all matters
contemplated by this Agreement.
4. The undersigned (or the nominee of the undersigned) hereby certifies, under
penalty of perjury, that the undersigned's tax identification number or social
security number set forth below is true and correct.
5. The undersigned (or the nominee of the undersigned) hereby certifies under
penalty of perjury that is not subject to backup withholding either because the
undersigned has not been notified by the Internal Revenue Service (the "IRS")
that the undersigned is subject to backup withholding as a result of failure to
report all interest or dividends, or the IRS has notified the undersigned that
the undersigned is no longer subject to backup withholding.
6. The undersigned (or the nominee of the undersigned) hereby certifies, under
penalty of perjury, that the undesigned, if an individual, is not a nonresident
alien for purposes of U.S. income taxation, and if not an individual, is not a
foreign corporation, foreign partnership, foreign trust, or foreign estate (as
those terms are defined in the Internal Revenue Code and Income Tax
Regulations). The undersigned understands that this certification may be
disclosed to the IRS by the Purchaser and that any false statements contained
herein could be punished by fine, imprisonment, or both.
7. / / Yes / / No
I have possession of the certificates evidencing ownership of the Shares
and am sending them to Xxxx Island, LLC with this Agreement.
XXX/Pension/Custodial
--------------------------- ----------------------------- --------------------------------
Account # or Printed Name of Shareholder Signature of Shareholder
Tax Identification #
--------------------------- ----------------------------- --------------------------------
Social Security or Tax ID # Printed Name of Joint Shareholder Signature of Joint Shareholder, if any
(or XXX/Pension/Custodian Name) (or XXX/Pension/Custodian Signature)
--------------------------- -----------------------------
Telephone Number Today's Date
--------------------------- MEDALLION GUARANTEE FOR MEDALLION GUARANTEE FOR
No. of Shares Sold and Transferred SHAREHOLDER SHAREHOLDER
MEDALLION GUARANTEE FOR
CUSTODIAN
/ / Less than 100% of Shares owned sold
and transferred (check box if applicable)
Agreed to and Accepted
Xxxx Island, LLC
By: Its Manager
Global Capital Management, Inc.
By:
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INSTRUCTIONS TO COMPLETE
AGREEMENT OF TRANSFER AND SALE
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PLEASE CAREFULLY PROVIDE THE FOLLOWING INFORMATION:
1. Sign Agreement;
2. Have your signature MEDALLION GUARANTEED. A medallion guarantee can be
obtained through your broker or local financial institution. You may want
to call ahead to confirm that the particular location has the medallion
guarantee. Please remember, a medallion guarantee is not a notary;
3. Provide your social security or tax identification number;
4. INDICATE THE NUMBER OF SHARES YOU WANT TO SELL AND TRANSFER;
5. Date the Agreement;
6. Provide a telephone number where you can be reached; and
7. RETURN THE AGREEMENT AND, IF YOU HAVE POSSESSION OF THE SHARE CERTIFICATES,
THE SHARE CERTIFICATES, IN THE ENVELOPE PROVIDED. IF CERTIFICATES
EVIDENCING THE SHARES ARE ENCLOSED, SEND THEM CERTIFIED MAIL, RETURN
RECEIPT REQUESTED.
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IN ADDITION TO THE INFORMATION REQUESTED IN ITEMS 1 TO 7 ABOVE:
IF YOU OWN THE SHARES JOINTLY WITH ANOTHER INDIVIDUAL:
Please have both owners sign the Agreement, both signatures must be Medallion
Guaranteed. If spouse is deceased, please enclose a certified copy of the Death
Certificate along with a Letter Testamentary or Will showing your beneficial
ownership or executor capacity.
IF YOU OWN THE SHARES IN YOUR XXX:
Please provide the name of your custodian and your XXX account number. This
information will be used solely by your custodian (the financial institution
with custody of your account) to make certain that the purchase proceeds are
properly deposited in your account. If your Shares are held in an XXX account,
in addition to your signature, the custodian's signature is required on the
Agreement of Transfer and Sale. We will obtain this required signature for you.
IF THE SHARES ARE OWNED IN A TRUST, PROFIT SHARING OR PENSION PLAN:
Attach the first and last pages, as well as the section of the Trust Agreement
showing that the signer has authority to sign the Agreement on behalf of the
Trust or Plan.
IF THE SHARES ARE OWNED IN A CORPORATION:
Attach an original corporate resolution showing that the signer has the
authority to sign the Agreement on behalf of the corporation.
MAIL TO:
Xxxx Island, LLC
c/o EBF & Associates, a Limited Partnership
000 Xxxxxxx Xxxxxxx, Xxxxx 000
Xxxxxxxxxx, Xxxxxxxxx 00000
FAX TO:
Xxxx Island, LLC
0-000-000-0000
