STOCK SUBSCRIPTION AND EXCHANGE AGREEMENT

Exhibit 13

STOCK SUBSCRIPTION AND EXCHANGE AGREEMENT

THIS STOCK SUBSCRIPTION AND EXCHANGE AGREEMENT, dated as of August 19, 2014 (this “Agreement”), by and among MRGB Hold Co., a Delaware corporation (“Parent”), and the persons named on Schedule I hereto (each a “Purchaser” and collectively, the “Purchasers”).

W I T N E S S E T H:

WHEREAS, Parent and MRVK Merger Co., an Ohio corporation and a wholly owned subsidiary of Parent (“Merger Sub”), have entered into an Agreement and Plan of Merger (“Merger Agreement”) dated as of May 1, 2014 with X. X. Xxxxx Corporation, an Ohio corporation (“Company”), pursuant to which Merger Sub will be merged with and into the Company (the “Merger”);

WHEREAS, on April 30, 2014, in connection with the formation of Parent, Mill Road Capital II, L.P. (“Fund”) acquired 100 shares (the “Initial Shares”) of Common Stock, par value $0.0001 per share, of Parent for an aggregate purchase price of $100, and such Initial Shares constitute all of the currently issued and outstanding shares of Parent;

WHEREAS, in a single overall plan and transaction, each of the Purchasers, acting severally and not jointly, wishes to purchase from Parent, upon the terms and subject to the conditions hereinafter set forth, newly issued shares of Series A Preferred Stock of Parent, with rights, privileges, restrictions and conditions as more fully described in the Certificate of Amendment attached as Annex A and the Stockholders Agreement attached as Annex B (“Parent Stock”) in consideration of each such Purchaser’s contribution to Parent of cash or shares of common stock of the Company (“Company Common Stock”), each such transaction being consummated immediately prior to the Merger as part of a single overall plan and transaction with each other and with the Merger;

WHEREAS, in connection with the foregoing, Parent shall separately repurchase 99 of the Initial Shares from Fund for an aggregate purchase price of $99; and

WHEREAS, it is the intention of the parties hereto that the purchase by the Purchasers from Parent of newly issued shares of Parent Stock qualify for treatment under Section 351 of the Internal Revenue Code of 1986, as amended (the “Code”), for federal income tax purposes.

NOW, THEREFORE, the parties hereto agree as follows:

ARTICLE I.

ISSUANCE, SALE AND DELIVERY OF SHARES;

CONTRIBUTIONS; CLOSING; CERTAIN TAX MATTERS

Section 1.1. Issuance, Sale and Delivery of Shares; Contributions. Upon the terms and subject to the conditions of this Agreement, immediately prior to the closing of the Merger, in a single overall plan and transaction, which single overall plan and transaction also includes the Merger, Parent shall issue, sell and deliver to each Purchaser, and each Purchaser, acting

severally and not jointly, shall acquire from Parent, at a purchase price of $1,000 per share, that number of shares of newly issued Parent Stock (the “Shares”) as is set forth opposite such Purchaser’s name under the heading “Shares of Parent Stock” on Schedule I hereto. Upon the terms and subject to the conditions of this Agreement, at the Closing (as such term is defined in Section 1.2, below), as payment in full for the Shares being issued to each such Purchaser hereunder (A) each Purchaser shall contribute to Parent the amount of cash set forth opposite the name of such Purchaser under the heading “Cash Purchase Price” on Schedule I and (B) each Purchaser shall contribute to Parent the number of shares of Company Common Stock set forth opposite the name of such Purchaser under the heading “Company Shares” on Schedule I hereto. For purposes of each exchange of shares of Company Common Stock for Shares contemplated by this Section 1.1, the value of the shares of Company Common Stock transferred by each Purchaser to Parent shall be $19.00 per share. All shares of Company Common Stock being contributed to Parent in exchange for Shares hereunder are being accompanied by stock powers duly executed by the record holders thereof. All amounts of cash contributed to Parent by the Purchasers in exchange for Shares hereunder are being delivered to Parent by wire transfer of immediately available funds to an account designated by Parent to such Purchasers.

Section 1.2. Closing. Prior to the Closing (as defined below), the Parent will file the Certificate of Amendment in substantially the form attached as Annex A, with only such changes contemplated by Schedule I or as otherwise may be approved by the Purchasers in writing, and, simultaneous with the Closing, the Purchasers will execute the Stockholder Agreement in substantially the form attached as Annex B, with only such changes as may be approved by the Purchasers in writing. Upon the terms and subject to the conditions of this Agreement, the issuance, sale and delivery of the Shares contemplated by Section 1.1 (the “Closing”) shall take place immediately prior to the closing of the Merger at the offices of Xxxxx Xxxx LLP, Seaport West, 000 Xxxxxxx Xxxxxxxxx, Xxxxxx, Xxxxxxxxxxxxx. Notwithstanding the foregoing, other than with respect to changes to the Certificate of Amendment contemplated by Schedule I, no Major Investor will be required to consummate the transactions contemplated hereby, including, but not limited to, the acquisition of the Shares contemplated by Section 1.1, unless each Major Investor shall have approved, in its sole discretion, any changes to the form of Certificate of Amendment and Stockholders Agreement attached hereto as Annex A and Annex B, respectively; provided, however, that each Major Investor shall approve any changes requested by the lenders providing debt financing for the Merger so long as such change is not, and would not reasonably be expected to be, adverse in any respect or in any manner to such Major Investor, in such Major Investor’s reasonable judgment.

Section 1.3. Certain Tax Matters. Unless otherwise required by applicable law, Parent and the Purchasers shall, for all federal, state and local income tax purposes, treat the transactions effected pursuant to Section 1.1 as collectively constituting a transaction under Section 351 of the Code in which the Purchasers transfer property to Parent in exchange for stock in Parent and immediately after the exchange the Purchasers are in control (as defined in Section 368(c) of the Code) of Parent.

Section 1.4. Further Assurances. Each Purchaser agrees to execute and deliver the Stockholders Agreement and such other agreements and documents in connection with the transactions contemplated by this Agreement as may be reasonably requested by the Fund.

ARTICLE II.

REPRESENTATIONS AND WARRANTIES OF PARENT

Parent represents and warrants to the Purchasers that:

Section 2.1. Corporate Existence and Power. Parent is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware. Parent has the corporate power and authority necessary to (i) own its properties and assets, (ii) carry on its business as now being conducted and as proposed to be conducted immediately after the Closing and (iii) execute and deliver this Agreement and perform its obligations hereunder, including the issuance, sale and delivery of the Shares.

Section 2.2. Authorization; Validity. The execution and delivery by Parent of this Agreement and the consummation of the transactions contemplated hereby (including the issuance, sale and delivery of the Shares) have been duly authorized by all necessary corporate action on the part of Parent. This Agreement has been duly executed and delivered by Parent. This Agreement constitutes a valid and binding agreement of Parent, enforceable against Parent in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

Section 2.3. Governmental Authorization. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Article III hereof, no order, license, consent, authorization or approval of, or exemption by, or action by or in respect of, or notice to, or filing or registration with, any governmental body, agency or official is required by or with respect to Parent in connection with the execution, delivery and performance by Parent of this Agreement except (i) for such filings as may be required under Regulation D (“Regulation D”) promulgated under the Securities Act of 1933, as amended (“Securities Act”), or under any applicable state securities laws, (ii) for such other filings and approvals as have been made or obtained, or (iii) where the failure to obtain any such order, license, consent, authorization, approval or exemption or give any such notice or make any filing or registration would not have a material adverse effect on the ability of Parent to perform its obligations hereunder.

Section 2.4. Noncontravention. The execution, delivery and performance by Parent of this Agreement does not and will not (i) violate the Certificate of Incorporation or Bylaws of Parent, (ii) violate in any material respect any law, rule, regulation, judgment, injunction, order or decree applicable to or binding upon Parent, (iii) violate in any material respect any contract, agreement, license, lease or other instrument, arrangement, commitment, obligation, understanding or restriction of any kind to which Parent is a party or (iv) require any consent or other action by any person under, constitute a default under (with due notice or lapse of time or both), or give rise to any right of termination, cancellation or acceleration of any right or obligation of Parent or to a loss of any benefit to which Parent is entitled under any provision of any agreement or other instrument binding upon Parent or any of its assets or properties.

Section 2.5. Valid Issuance of Shares. The Shares have been duly and validly authorized and when issued, sold and delivered in accordance with the terms hereof for the consideration expressed herein, will be validly issued, fully paid and nonassessable shares of Parent Stock.

ARTICLE III.

REPRESENTATION AND WARRANTIES OF THE PURCHASERS

Each Purchaser, severally and not jointly, and solely with respect to such Purchaser, represents and warrants to Parent that:

Section 3.1. Existence. Such Purchaser (if not a natural person) is a corporation, limited partnership, limited liability company or other entity, as the case may be, duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization.

Section 3.2. Authorization; Power; Validity. The execution and delivery by such Purchaser (if not a natural person) of this Agreement and the consummation of the transactions contemplated hereby are within such Purchaser’s powers and have been duly authorized by all necessary action on the part of such Purchaser. This Agreement has been duly executed and delivered by such Purchaser. This Agreement constitutes a valid and binding agreement of such Purchaser, enforceable against such Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

Section 3.3. Governmental Authorization. No order, license, consent, authorization or approval of, or exemption by, or action by or in respect of, or notice to, or filing or registration with, any governmental body, agency or official is required by or with respect to such Purchaser in connection with the execution, delivery and performance by such Purchaser of this Agreement except (i) for such filings and notices of sale as may be required under Regulation D or under any applicable state securities laws, (ii) for such other filings and approvals as have been made or obtained, or (iii) where the failure to obtain any such order, license, consent, authorization, approval or exemption or give any such notice or make any filing or registration would not have a material adverse effect on the ability of such Purchaser to perform such Purchaser’s obligations hereunder.

Section 3.4. Noncontravention. The execution, delivery and performance by such Purchaser of this Agreement does not (i) violate, if such Purchaser is not a natural person, the certificate of incorporation, bylaws, certificate of limited partnership, agreement of limited partnership, certificate of formation, limited liability company agreement or other organizational documents of such Purchaser, (ii) violate in any material respect any law, rule, regulation, judgment, injunction, order or decree applicable to or binding upon such Purchaser, (iii) violate in any material respect any contract, agreement, license, lease or other instrument, arrangement, commitment, obligation, understanding or restriction of any kind to which such Purchaser is a party, (iv) require any consent or other action by any person under, constitute a default under (with due notice or lapse of time or both), or give rise to any right of termination, cancellation or acceleration of any right or obligation of such Purchaser under any provision of any agreement or other instrument binding upon such Purchaser or any of its assets or properties or (v) result in the creation or imposition of any material lien, claim, charge, pledge, security interest or other encumbrance with respect to any Shares acquired hereunder.

Section 3.5. Title to Company Common Stock. Such Purchaser (to the extent such Purchaser is contributing Company Common Stock in exchange for some or all of the Shares being issued to such Purchaser hereunder) has good and valid title to the shares of Company Common Stock being contributed to Parent pursuant to Section 1.1, free and clear of all claims, liens and encumbrances.

Section 3.6. Purchase for Investment. Such Purchaser is purchasing the Shares being purchased by such Purchaser hereunder for investment for such Purchaser’s own account and not with a view to, or for sale in connection with, any distribution thereof.

Section 3.7. Private Placement.

(a) Such Purchaser’s financial situation is such that such Purchaser can afford to bear the economic risk of holding the Shares being purchased by such Purchaser hereunder for an indefinite period of time, and such Purchaser can afford to suffer the complete loss of such Purchaser’s investment in the Shares.

(b) Such Purchaser’s knowledge and experience in financial and business matters are such that such Purchaser is capable of evaluating the merits and risks of such Purchaser’s investment in the Shares or such Purchaser has been advised by a representative possessing such knowledge and experience.

(c) Such Purchaser understands that the Shares acquired hereunder are a speculative investment which involves a high degree of risk of loss of the entire investment therein, that there will be substantial restrictions on the transferability of the Shares and that following the date hereof there will be no public market for the Shares and that, accordingly, it may not be possible for such Purchaser to sell or pledge the Shares, or any interest in the Shares, in case of emergency or otherwise.

(d) Such Purchaser and such Purchaser’s representatives, including, to the extent such Purchaser deems appropriate, such Purchaser’s legal, professional, financial, tax and other advisors, have reviewed all documents provided to them in connection with such Purchaser’s investment in the Shares, and such Purchaser understands and is aware of the risks related to such investment.

(e) Such Purchaser and such Purchaser’s representatives have been given the opportunity to examine all documents and to ask questions of, and to receive answers from, Parent, the Company and their respective representatives concerning Parent and the Company, the terms and conditions of such Purchaser’s acquisition of the Shares and related matters and to obtain all additional information which such Purchaser or such Purchaser’s representatives deem necessary.

(f) Such Purchaser is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D.

(g) The Purchaser hereby represents that neither it nor any of its affiliates or other related parties is a “bad actor,” as defined in Rule 506(d) promulgated under the Securities Act.

(h) No Purchaser has any plan or intention to sell, exchange, transfer or otherwise dispose of (including by way of gift) any of its shares of Parent Stock immediately after the purchase of any such shares.

(i) Such Purchaser understands that the Shares are characterized as “restricted securities” under the Securities Act inasmuch as they are being acquired from the Parent in a transaction not involving a public offering and that under the Securities Act and applicable regulations thereunder such securities may be resold without registration under the Securities Act only in certain limited circumstances. In this connection, such Purchaser represents that such Purchaser is familiar with Rule 144 of the U.S. Securities and Exchange Commission, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act. Such Purchaser understands that the Parent is under no obligation to register any of the securities sold hereunder, except for any such obligation pursuant to that certain Stockholders Agreement, by and among Parent and certain stockholders of Parent, dated as of the date hereof.

(j) Such Purchaser understands that the certificates evidencing the Shares and the shares of common stock of the Purchaser issued upon conversion thereof, if any, may bear the legends set forth below, in addition to any other legends deemed appropriate by Parent:

“THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.

THE COMPANY IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OR SERIES OF STOCK. THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS, AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS OF EACH CLASS OF STOCK OR SERIES OF ANY CLASS ARE SET FORTH IN THE CERTIFICATE OF INCORPORATION OF THE COMPANY. THE COMPANY WILL FURNISH A COPY OF THE CERTIFICATE OF INCORPORATION, AS AMENDED, OF THE COMPANY WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS.”

Section 3.8. No Other Representations and Warranties. Each such Purchaser hereby acknowledges and agrees that the representations and warranties set forth in Article II hereof are the only representations, warranties and statements being relied on by such Purchaser in connection with such Purchaser’s purchase of the Shares.

ARTICLE IV.

TERMINATION

Section 4.1. Termination. This Agreement shall terminate, and neither Parent nor any Purchaser shall have any further rights or obligations hereunder, upon the earliest to occur of (a)

mutual written consent of the Purchasers and Parent, (b) the closing of the Merger and (c) the termination of the Merger Agreement in accordance with its terms. Notwithstanding the foregoing, this Section 4.1 and Article V shall survive termination of this Agreement.

ARTICLE V.

MISCELLANEOUS

Section 5.1. Survival. All of the covenants, agreements, representations and warranties contained herein shall survive the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.

Section 5.2. Amendments and Waivers. No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. This Agreement may not be modified, amended, altered or supplemented except upon the execution and delivery of a written agreement executed by the Purchasers holding (or, prior to the Closing, subscribing for) at least 2/3 of the Parent Stock issued or issuable hereunder; provided, however, that the Fund may, without obtaining the consent of any other Purchaser, approve additional Purchasers in the amounts provided for on Schedule I and amend this Agreement by adding such Purchasers and their investment amount to Schedule I upon the execution by such additional Purchasers of a counterpart signature page to this Agreement.

Section 5.3. Expenses. All costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby including, for the avoidance of doubt, the negotiation, execution and delivery of this Agreement, the Certificate of Amendment attached as Annex A hereto and the Stockholders Agreement attached as Annex B hereto (such costs and expenses, collectively, the “Equity Financing Expenses”) shall be paid by the party incurring such cost or expense; provided that Parent shall (a) reimburse, upon the Closing, Blackstone Tactical Opportunities Advisors L.L.C. and its affiliates for its Equity Financing Expenses, to the extent incurred by Blackstone Tactical Opportunities Advisors L.L.C. and its affiliates, in an amount not exceeding $125,000 (with such amount to also be reimbursed by Parent if the Closing does not happen and the Parent receives a break-up fee from X.X. Xxxxx Corporation); and (b) reimburse Fund and its affiliates for (i) all of their respective Equity Financing Expenses, (ii) their respective costs and expenses relating to the negotiation, execution and delivery of the Merger Agreement and the associated consummation of the Merger, (iii) their respective costs and expenses relating to their obtaining of debt financing for the financing of the Merger, and (iv) costs and expenses arising from or related to any threatened or actual X.X. Xxxxx Corporation shareholder litigation regarding the Merger. Notwithstanding the foregoing, this Section 5.3 shall not apply to costs or expenses incurred in connection with any securities registration contemplated by Section 10 of the Stockholders Agreement attached as Annex B hereto, to which Section 10(d) of such Stockholders Agreement shall exclusively apply.

Section 5.4. Successors and Assigns. No Purchaser may make any assignment, delegation or transfer of any of its rights, interests and obligations hereunder without, in each case, the prior written consent of Parent; provided, however, that, anytime on or prior to the Closing, a Purchaser may assign, delegate and transfer its rights, interests and obligations hereunder to one or more affiliates of such Purchaser without the prior written consent of Parent.

Parent may not make any assignment, delegation or transfer of any of its rights, interests and obligations hereunder without, in each case, the prior written consent of the Purchasers. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

Section 5.5. Governing Law; Submission to Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof. Each of the parties hereto (i) consents to submit itself to the personal jurisdiction of any state or Federal court located in the State of Delaware or in the Court of Chancery of the State of Delaware in the event any dispute arises out of this Agreement, (ii) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, and (iii) agrees that it shall not bring any action relating to this Agreement in any court other than a state or Federal court located in the State of Delaware or the Court of Chancery of the State of Delaware.

Section 5.6. Waiver Of Jury Trial. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 5.7. Counterparts; Third Party Beneficiaries. This Agreement may be executed in any number of counterparts, each such counterpart shall be deemed to be an original instrument, and all such counterparts together shall constitute but one agreement. Facsimile or electronic PDF transmission of execution copies of signature pages for this Agreement shall be legal, valid and binding execution and delivery for all purposes. No provision of this Agreement shall confer upon any person other than the parties hereto any rights or remedies hereunder.

Section 5.8. Entire Agreement. This Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, both oral and written, among the parties with respect to the subject matter hereof.

Section 5.9. Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

Section 5.10. Interpretation. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. As used in this Agreement, the words “hereof”, “herein”, “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement, and the words “Article” and “Section” are references to the articles and sections of this Agreement unless otherwise specified. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such terms. The parties hereto have participated jointly

in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement.

[SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the parties hereto as of the day and year first above written.


MRGB HOLD CO.

By:	/s/ Xxxxx X. Xxxxxxxxx
	Name:	Xxxxx X. Xxxxxxxxx
	Title:	President and Chief Executive Officer

MILL ROAD CAPITAL II, L.P.

By:	Mill Road Capital II GP LLC
Its:	General Partner

By:	/s/ Xxxxx X. Xxxxxxxxx
Name:	Xxxxx X. Xxxxxxxxx
Title:	Management Committee Director

BTO HOLDINGS 1 L.P.

By:	Blackstone Tactical Opportunities Advisors L.L.C.
Its:	General Partner

By:	/s/ Xxxxx X. Xxxxxxx
Name:	Xxxxx X. Xxxxxxx
Title:	Senior Managing Director

[Stock Subscription and Exchange Agreement Signature Page]

SCHEDULE I

PURCHASERS


Name	Company Shares*		Cash Purchase Price		Total Purchase Price		Shares of Parent Stock
Mill Road Capital II, L.P.		1,093,189	$	27,756,409	$	48,527,000		48,527
BTO Holdings 1 L.P.		0	$	46,623,000	$	46,623,000		46,623
Reserved for investment by lenders		0	$	1,500,000	$	1,500,000		1,500

Total:		1,093,189	$	75,879,409	$	96,650,000		96,650

*	Valued at $19.00 per share.

To the extent that up to $10,000,000 of additional equity investment is needed to fund the Merger, including as a result of (i) the $1,500,000 allocated to the lenders above not being invested by the lenders, or (ii) the Company needing additional capital to fund working capital, then each of Mill Road Capital II, L.P. and BTO Holdings 1 L.P. shall invest additional amounts in the relative proportions of 51% and 49% respectively of the additional funds necessary to fund the Merger.

In addition, if it is determined that less equity investment is needed to fund the Merger, each of Mill Road Capital II, L.P. and BTO Holdings 1 L.P. shall reduce their investments in the relative proportions of 51% and 49% respectively of any reduction in the amounts necessary to fund the Merger.

Parent may (i) amend this Schedule I as of the Closing without the approval of any other party hereto to reflect the actual final investment amounts of the Purchasers at the Closing as described above, and (ii) amend the corresponding authorized shares and option pool numbers in the Certificate of Amendment prior to its filing based on such changes to this Schedule I.

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STOCK SUBSCRIPTION AND EXCHANGE AGREEMENT

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