SUBSCRIPTION AGREEMENT
THIS SUBSCRIPTION AGREEMENT (this "Agreement") is made as of
July 20, 2001, by and between Specialty Acquisition Corp., a Delaware
corporation ("Acquisition Corp."), and the Person named on the signature page
hereto (the "Stockholder").
WHEREAS, the Stockholder is a stockholder of Specialty Catalog
Corp., a Delaware corporation (the "Company"), and one of several Persons who
are or will be investors of Specialty Acquisition Corp.;
WHEREAS, the Company has entered into an Agreement and Plan of
Recapitalization and Merger with Acquisition Corp., dated as of May 4, 2001, as
amended from time to time in accordance with its terms (the "Merger Agreement"),
pursuant to which Acquisition Corp. shall be merged with and into the Company
(the "Acquisition"), in accordance with the terms and conditions of the Merger
Agreement and the relevant provisions of the DGCL (as defined in the Merger
Agreement), and the surviving corporation shall be the Company;
WHEREAS, prior to the consummation of the transactions
contemplated by this Agreement and the Merger Agreement, the Stockholder is the
record and beneficial owner of the number of shares of the Company's common
stock, par value $0.01 per share (the "Shares"), set forth opposite its name on
the Schedule I attached hereto;
WHEREAS, on the terms and subject to the conditions hereof the
Stockholders also desire to contribute some or all of their Shares in exchange
for shares of common stock of Acquisition Corp. and to purchase shares of common
stock of Acquisition Corp. (the "Acquisition Corp. Shares"), in the amounts set
forth on Schedule I and Schedule II attached hereto.
NOW, THEREFORE, in order to implement the foregoing and in
consideration of the mutual representations, warranties, covenants and
agreements contained herein, the parties hereto agree as follows:
1. Definitions.
1.1 Acquisition. The term "Acquisition" shall have the meaning
set forth in the preface.
1.2 Agreement. The term "Agreement" shall have the meaning set
forth in the preface.
1.3 Closing. The "Closing" for the contribution of Shares in
exchange for Acquisition Corp. Shares hereunder and the purchase of
Acquisition Corp. Shares shall occur immediately prior to or in connection with
the consummation of the Acquisition.
1.4 Closing Date. The term "Closing Date" shall mean the date
on which the Closing occurs.
1.5 Company. The term "Company" shall have the meaning set
forth in the preface.
1.6 Contributed Shares. The term Contributed Shares shall have
the meaning set forth in Section 2.1.
1.7 Merger Agreement. The term "Merger Agreement" shall have
the meaning set forth in the preface.
1.9 Permitted Transferee. The term "Permitted Transferee"
shall have the meaning set forth in the Stockholders Agreement (as hereinafter
defined).
1.10 Person. The term "Person" shall mean any individual,
corporation, partnership, limited liability company, trust, joint stock company,
business trust, unincorporated association, joint venture, governmental
authority or other entity of any nature whatsoever.
1.11 Purchased Shares. The term Purchased Shares shall have
the meaning set forth in Section 2.2.
1.15 Shares. The term "Shares" shall have the meaning set
forth in the preface.
1.12 Shares Purchase Price. The term Share Purchase Price
shall have the meaning set forth in Section 2.2.
1.13 Securities Act. The term "Securities Act" shall mean the
Securities Act of 1933, as amended, and all rules and regulations promulgated
thereunder, as the same may be amended from time to time.
1.8 Stockholder. The term "Stockholder" shall have the meaning
set forth in the preface.
1.14 Stockholders Agreement. The term "Stockholders Agreement"
shall mean the Stockholders Agreement dated as of May 4, 2001 among Acquisition
Corp. and its stockholders, as it may be amended or supplemented thereafter from
time to time.
1.16 Subscription Agreements. The term "Subscription
Agreements" shall have the meaning set forth in the Stockholders Agreement.
1.17 Transaction Documents. The term "Transaction Documents"
means, collectively, (i) each of the Subscription Agreements executed on or
about the date hereof by the stockholders of the Company, (ii) the Stockholders
Agreement, and (iii) each of the other agreements, documents and instruments
executed in connection with the Merger Agreement and the transactions
contemplated thereby.
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2. Acquisition of Acquisition Corp. Shares.
---------------------------------------
2.1 Contribution of Shares. Pursuant to the terms and subject
to the conditions set forth in this Agreement, at the Closing, the Stockholder
hereby agrees to contribute to Acquisition Corp. the number of Shares indicated
opposite the Stockholder's name on Schedule I attached hereto (the "Contributed
Shares"), and Acquisition Corp. hereby agrees to receive such contribution in
exchange for the number of Acquisition Corp. Shares indicated opposite the
Stockholder's name on Schedule I.
2.2 Purchase and Sale of the Acquisition Corp. Shares. At the
Closing, upon the terms and subject to the conditions set forth in this
Agreement, Acquisition Corp. shall sell, assign, transfer and convey to the
Stockholder, and the Stockholder shall purchase and acquire from Acquisition
Corp., such number of Acquisition Corp. Shares as specified on Schedule II (the
"Purchased Shares") against payment at the Closing of an aggregate amount equal
to the Share Purchase Price (as defined below) by wire transfer of immediately
available funds to an account specified by Acquisition Corp. in a written notice
to the Stockholder prior to the Closing Date. The aggregate purchase price for
the Purchased Shares (the "Share Purchase Price") is set forth on Schedule II.
2.3 Closing Events. At the Closing,
--------------
(i) the Stockholder shall deliver to Acquisition Corp. the
number of Contributed Shares indicated opposite the Stockholder's name on
Schedule I; provided that contribution to Acquisition Corp. of the Contributed
Shares shall be evidenced by the delivery by the Stockholder to Acquisition
Corp. of stock certificates representing such Contributed Shares duly endorsed
for transfer or accompanied by duly executed stock powers or forms of
assignment; and
(ii) Acquisition Corp. shall deliver to the Stockholder stock
certificates representing the Purchased Shares duly endorsed for transfer or
accompanied by duly executed stock powers or forms of assignment; and
(iii) Stockholder shall deliver to Acquisition Corp. the
amount of the Share Purchase Price by wire transfer of immediately available
funds to an account designated by the Acquisition Corp. in writing to
Stockholder prior to the Closing.
3. Representations and Warranties.
------------------------------
3.1 Stock Purchase Representations of the Stockholder. The
Stockholder represents and warrants to Acquisition Corp. that the statements
contained in this Section 3.1 are correct and complete as of the date of this
Agreement, with respect to itself:
(a) Power and Authority. The Stockholder has full
power and authority to execute and deliver this Agreement and perform
its obligations hereunder. This Agreement constitutes the valid and
legally binding obligation of the Stockholder,
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enforceable in accordance with its terms and conditions. The
Stockholder does not need to give any notice to, make any filing with,
or obtain any authorization, consent or approval of any government or
governmental agency in order to consummate the transactions
contemplated by this Agreement.
(b) Noncontravention. Neither the execution and the
delivery of this Agreement, nor the consummation of the transactions
contemplated hereby, will violate any constitution, statute,
regulation, rule, injunction, judgment, order, decree, ruling, charge,
or other restriction of any government, governmental agency, or court
to which the Stockholder is subject or conflict with, result in a
breach of, constitute a default under, result in the acceleration of,
create in any party the right to accelerate, terminate, modify, or
cancel, or require any notice under any agreement, contract, lease,
license, instrument, or other arrangement to which the Stockholder is a
party or by which it is bound or to which any of its assets is subject.
(c) Capital Stock. The Stockholder holds of record
and owns beneficially the number of Shares set forth next to its name
on Schedule I, free and clear of any restrictions on transfer (other
than any restrictions under the Securities Act and state securities
laws), taxes, security interests, options, warrants, purchase rights,
contracts, commitments, equities, claims, and demands. No Stockholder
is a party to any option, warrant, purchase right, or other contract or
commitment that could require any such Stockholder to sell, transfer,
or otherwise dispose of any capital stock of the Company (other than
this Agreement).
3.2 Acquisition Corp. Shares Unregistered. The Stockholder
acknowledges and represents that the Stockholder has been advised by Acquisition
Corp. that:
(a) the offer and sale of the Acquisition Corp. Shares
have not been registered under the Securities Act;
(b) the Stockholder must continue to bear the economic
risk of the investment in the Acquisition Corp. Shares unless the offer
and sale of such Acquisition Corp. Shares complies with the provisions
and restrictions contained in the Stockholders Agreement and are
subsequently registered under the Securities Act and all applicable
state securities laws or an exemption from such registration is
available;
(c) there is no established market for the Acquisition
Corp. Shares and it is not anticipated that there will be any public
market for the Acquisition Corp. Shares in the foreseeable future;
(d) a restrictive legend in the form set forth below and
the legends set forth in the Stockholders Agreement shall, upon the
request of Acquisition Corp., be placed on the certificates
representing the Acquisition Corp. Shares:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE
SUBJECT TO CERTAIN RESTRICTIONS AND OTHER
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PROVISIONS SET FORTH IN A SUBSCRIPTION AGREEMENT BETWEEN
ACQUISTION CORP. AND __________ DATED AS OF ____________ __,
2001, AS AMENDED AND MODIFIED FROM TIME TO TIME, A COPY OF
WHICH MAY BE OBTAINED BY THE HOLDER HEREOF AT THE PRINCIPAL
PLACE OF BUSINESS OF SC ACQUISITION CORP. WITHOUT CHARGE"; and
(e) a notation shall be made in the appropriate records of
Acquisition Corp. indicating that the Acquisition Corp. Shares are
subject to restrictions on transfer and, if Acquisition Corp. should at
some time in the future engage the services of a securities transfer
agent, appropriate stop-transfer instructions will be issued to such
transfer agent with respect to the Acquisition Corp. Shares.
(f) the transfer of Acquisition Corp. Shares shall be
restricted pursuant to the provisions of the Stockholders Agreement.
3.3 Additional Investment Representations. The
Stockholder represents and warrants that:
(a) such Stockholder's financial situation is such that
such Stockholder can afford to bear the economic risk of holding the
Acquisition Corp. Shares for an indefinite period of time, has adequate
means for providing for such Stockholder's current needs and personal
contingencies, and can afford to suffer a complete loss of such
Stockholder's investment in the Acquisition Corp. Shares;
(b) such Stockholder's knowledge and experience in
financial and business matters is such that such Stockholder is capable
of evaluating the merits and risks of the investment in the Acquisition
Corp. Shares;
(c) such Stockholder understands that the Acquisition
Corp. Shares involve a high degree of risk of loss of such
Stockholder's investment therein, there are substantial restrictions on
the transferability of the Acquisition Corp. Shares and, following the
Closing Date, there will be no public market for the Acquisition Corp.
Shares and, accordingly, it may not be possible for such Stockholder to
liquidate its investment in case of emergency, if at all;
(d) such Stockholder understands and has taken cognizance
of all the risk factors related to the purchase of the Acquisition
Corp. Shares and, other than as set forth in this Agreement, no
representations or warranties have been made to such Stockholder or its
representatives concerning the Acquisition Corp. Shares or Acquisition
Corp. or their prospects or other matters;
(e) the Stockholder has been given the opportunity to ask
questions of, and to receive answers from, Acquisition Corp. and its
representatives concerning Acquisition Corp. and its subsidiaries, the
Acquisition, the Stockholders Agreement, Acquisition Corp.
organizational documents and the terms and conditions of the purchase
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of the Acquisition Corp. Shares and to obtain any additional
information which the such Stockholder deems necessary;
(f) all information which such Stockholder has provided to
Acquisition Corp. and Acquisition Corp.'s representatives concerning
such Stockholder and such Stockholder's financial position is complete
and correct as of the date of this Agreement; and
(g) such Stockholder is an "accredited investor" within
the meaning of Rule 501(a) under the Securities Act.
3.4 Representations of Acquisition Corp. Acquisition Corp.
represents to the Stockholders that the statements contained in this
Section 3.4 are correct and complete as of the date of this Agreement:
(a) Organization and Power. Acquisition Corp. is a
corporation validly existing and in good standing under the laws of the
State of Delaware, with full power and authority to enter into this
Agreement and perform its obligations hereunder.
(b) Authorization. The execution, delivery and performance
of this Agreement by Acquisition Corp. and the consummation of the
transactions contemplated hereby by Acquisition Corp. have been duly
and validly authorized by all requisite corporate action on the part of
Acquisition Corp., and no other proceedings on its part are necessary
to authorize the execution, delivery or performance of this Agreement.
This Agreement has been duly executed and delivered by Acquisition
Corp., and this Agreement constitutes a valid and binding obligation of
Acquisition Corp., enforceable in accordance with its terms and
conditions. Acquisition Corp. need not give any notice to, make any
filing with, or obtain any authorization, consent or approval of any
government or governmental agency in order to consummate the
transactions contemplated by this Agreement.
(c) Noncontravention. Neither the execution and the
delivery of this Agreement, nor the consummation of the transactions
contemplated hereby, will violate any constitution, statute,
regulation, rule, injunction, judgment, order, decree, ruling, charge,
or other restriction of any government, governmental agency, or court
to which Acquisition Corp. is subject or any provision of its charter
or bylaws or conflict with, result in a breach of, constitute a default
under, result in the acceleration of, create in any party the right to
accelerate, terminate, modify, or cancel, or require any notice under
any agreement, contract, lease, license, instrument, or other
arrangement to which Acquisition Corp. is a party or by which it is
bound or to which any of its assets is subject.
(d) Investment. Acquisition Corp. is not acquiring the
Shares with a view to or for sale in connection with any distribution
thereof within the meaning of the Securities Act.
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4. Restrictions; Voting Agreement and Stockholders Agreement.
4.1 Restrictions. The Stockholder agrees that it shall not,
except as contemplated by the terms of this Agreement or the Stockholders
Agreement, (i) sell, transfer (with or without consideration), pledge or
otherwise encumber, assign or otherwise dispose of, or enter into any contract,
agreement, option or other arrangement or understanding with respect to the
sale, transfer (with or without consideration), pledge, assignment or other
disposition of, the Contributed Shares to any person other than to a Permitted
Transferee, (ii) enter into any voting arrangement, voting agreement, voting
trust, power-of-attorney or otherwise, with respect to the Contributed Shares,
except as contemplated by the Merger Agreement, the Stockholder Agreement and
this Agreement, (iii) take any other action that would in any way restrict,
limit, hinder or interfere with the performance by the Stockholder of the
obligations hereunder or the transactions contemplated hereby, or in any way
restrict, limit, hinder or interfere with consummation of the transactions
contemplated by the Merger Agreement (including the Merger).
4.2 Voting Agreement. The Stockholder hereby agrees to vote
all Shares that such Stockholder is entitled to vote at the time of any vote to
approve and adopt the Merger Agreement, the Merger and all agreements related to
the Merger and any actions related thereto at any meeting of the stockholders of
the Company, and at any adjournment thereof (or by written consent in lieu of a
meeting), at which such Merger Agreement and other related agreements (or any
amended version thereof), or such other actions, are submitted for the
consideration and vote of the stockholders of the Company. The Stockholder
hereby agrees that it will not vote (or give a written consent with respect to)
any Shares in favor of the approval of any (i) Acquisition Proposal (as defined
in the Merger Agreement), (ii) reorganization, recapitalization, liquidation or
winding up of the Company or any other extraordinary transaction involving the
Company, (iii) corporate action the consummation of which would frustrate the
purposes, or prevent or delay the consummation, of the transactions contemplated
by the Merger Agreement, or (iv) other matter relating to, or in connection
with, any of the foregoing matters.
4.3 Termination of Certain Restrictions. The restrictions
contained in Sections 4.1 and 4.2 above shall terminate immediately upon the
Closing.
4.4 Bound by Provisions of the Stockholders Agreement. The
Stockholder hereby agrees that Stockholder has received and read a copy of the
Stockholders Agreement. The Stockholder further agrees that by signing this
Agreement and accepting the Shares, the Stockholder, as a holder of the Shares,
and the Stockholder's successors and transferees, will become parties to the
Stockholders Agreement and will be bound by the terms and provisions of the
Stockholders Agreement applicable to such Shares, in accordance with Section 2
thereof, including without limitation, provisions applicable to any sale or
other disposition of the Shares. Furthermore, the Stockholder agrees that the
Shares are subject to the Stockholders Agreement and that this provision will be
deemed the Transfer Agreement (as defined in the Stockholders Agreement).
5. Miscellaneous.
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5.1 Transfers to Permitted Transferees. Prior to the transfer
of Shares to a Permitted Transferee (other than a transfer in connection with or
subsequent to a Sale of the Company), each transferring Stockholder shall
deliver to the Company a written agreement of the proposed transferee (a)
evidencing such Person's undertaking to be bound by the terms of this Agreement
and (b) acknowledging that the Shares transferred to such Person will continue
to be Shares for purposes of this Agreement in the hands of such Person. Any
transfer or attempted transfer of Shares or Acquisition Corp. Shares in
violation of any provision of this Agreement or the Stockholders Agreement shall
be void.
5.2 Recapitalizations, Exchanges, Etc., Affecting Acquisition
Corp. Shares. The provisions of this Agreement shall apply, to the full extent
set forth herein with respect to Acquisition Corp. Shares, to any and all
securities of Acquisition Corp. or any successor or assign of Acquisition Corp.
(whether by merger, consolidation, sale of assets or otherwise) which may be
issued in respect of, in exchange for, or in substitution of the Acquisition
Corp. Shares, by reason of any dividend payable in Acquisition Corp. Shares,
issuance of Acquisition Corp. Shares, combination, recapitalization,
reclassification, merger, consolidation or otherwise.
5.3 Binding Effect. The provisions of this Agreement shall be
binding upon and accrue to the benefit of the parties hereto and their
respective heirs, legal representatives, successors and assign.
5.4 Amendment; Waiver. This Agreement may be amended only by a
written instrument signed by the parties hereto. No waiver by any party hereto
of any of the provisions hereof shall be effective unless set forth in a writing
executed by the party so waiving.
5.5 Governing Law. This Agreement shall be governed by and
construed and enforced in accordance with the laws of the State of Delaware
applicable to contracts made and to be performed therein.
5.6 Jurisdiction. Any suit, action or proceeding with respect
to this Agreement, or any judgment entered by any court in respect of any
thereof, shall be brought in any court of competent jurisdiction in the State of
New York, and each of Acquisition Corp. and the Stockholder hereby submits to
the exclusive jurisdiction of such courts for the purpose of any such suit,
action, proceeding or judgment. Each of the Stockholder and Acquisition Corp.
hereby irrevocably waives any objections which it may now or hereafter have to
the laying of the venue of any suit, action or proceeding arising out of or
relating to this Agreement brought in any court of competent jurisdiction in the
State of Delaware, and hereby further irrevocably waives any claim that any such
suit, action or proceeding brought in any such court has been brought in any
inconvenient forum.
5.7 Notices. All notices and other communications hereunder
shall be in writing and shall be deemed to have been duly given when personally
delivered, telecopied (with confirmation of receipt), one day after deposit with
a reputable overnight delivery service (charges prepaid) and five days after
deposit in the Mail (postage prepaid and return receipt
8
requested) to the address set forth below or such other address as the recipient
party has previously delivered notice to the sending party.
(a) If to Acquisition Corp.:
Xx. Xxx Xxxxxx
c/o Kane Xxxxxxx, P.C.
1350 Avenue of the Xxxxxxxx
00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxxx, Esq.
Telecopier: (000) 000-0000
(b) If to the Stockholder, to the address shown beneath such
Stockholder's name on the signature page attached hereto with copies
to:
5.8 Integration. This Agreement and the documents referred to
herein or delivered pursuant hereto which form a part hereof contain the entire
understanding of the parties with respect to the subject matter hereof and
thereof. There are no restrictions, agreements, promises, representations,
warranties, covenants or undertakings with respect to the subject matter hereof
other than those expressly set forth herein and therein. This Agreement
supersedes all prior agreements and understandings between the parties with
respect to such subject matter, other than the Stockholders Agreement. In the
event of a conflict between the terms and conditions of this Agreement and the
Stockholders Agreement, the terms and conditions of the Stockholders Agreement
shall govern.
5.9 Injunctive Relief. The Stockholder and its Permitted
Transferees each acknowledges and agrees that a violation of any of the terms of
this Agreement will cause Acquisition Corp. irreparable injury for which
adequate remedy at law is not available. Accordingly, it is agreed that
Acquisition Corp. shall be entitled to an injunction, restraining order or other
equitable relief to prevent breaches of the provisions of this Agreement and to
enforce specifically the terms and provisions hereof in any court of competent
jurisdiction in the United States or any state thereof, in addition to any other
remedy to which it may be entitled at law or equity.
5.10 Rights Cumulative; Waiver. The rights and remedies of the
Stockholder and Acquisition Corp. under this Agreement shall be cumulative and
not exclusive of any rights or remedies which either would otherwise have
hereunder or at law or in equity or by statute, and no failure or delay by
either party in exercising any right or remedy shall impair any such right or
remedy or operate as a waiver of such right or remedy, nor shall any single or
partial exercise of any power or right preclude such party's other or further
exercise or the exercise of any other power or right. The waiver by any party
hereto of a breach of any provision of this Agreement shall not operate or be
construed as a waiver of any preceding or succeeding breach and no failure by
either party to exercise any right or privilege hereunder shall be deemed a
waiver of
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such party's rights or privileges hereunder or shall be deemed a
waiver of such party's rights to exercise the same at any subsequent time or
times hereunder.
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5.11 Counterparts. This Agreement may be executed in separate
counterparts (including by means of telecopied signature pages), and by
different parties on separate counterparts each of which shall be deemed an
original, but all of which shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this
Subscription Agreement as of the date first above written.
SPECIALTY ACQUISITION CORP.
By: /s/ Xxx Xxxxxx
--------------------------------------
Name: Xxx Xxxxxx
Title: President
STOCKHOLDER
-----------
By: /s/ Xxx Xxxxxx
--------------------------------------
Name: Xxx Xxxxxx
Address: Dawnay, Day & Co., Ltd.
00 Xxxxxxxxx Xxxxxxx
Xxxxxx, Xxxxxxx XX0XXXX
Telecopier: 011-44-207-828-1984
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SCHEDULE I
Contribution Schedule
--------------------------------------------- ---------------------------- ---------------------------- ----------------------------
Number of
Number of Company Number of Acquisition
Stockholder Shares Owned Contributed Shares Corp. Shares
----------- ------------ ------------------ ------------
--------------------------------------------- ---------------------------- ---------------------------- ----------------------------
Alexander Enterprise Holdings Corp. 279,700 279,700 279,667 (1)
--------------------------------------------- ---------------------------- ---------------------------- ----------------------------
Xxx Xxxxxx 401,677 401,667 401,645 (2)
--------------------------------------------- ---------------------------- ---------------------------- ----------------------------
First Global Holdings Limited 244,655 244,655 244,642 (3)
--------------------------------------------- ---------------------------- ---------------------------- ----------------------------
Oracle Investments and Holdings Limited 244,656 244,656 244,643 (3)
--------------------------------------------- ---------------------------- ---------------------------- ----------------------------
Ionic Holdings LDC 244,655 244,655 244,642 (3)
--------------------------------------------- ---------------------------- ---------------------------- ----------------------------
Three Greens Holdings Limited 98,376 98,376 98,370 (4)
--------------------------------------------- ---------------------------- ---------------------------- ----------------------------
Xxxxxx Xxxxxxxx 348,188 109,892 109,892
--------------------------------------------- ---------------------------- ---------------------------- ----------------------------
The Xxxxx Xxxxxxx Settlement 40,111 12,659 12,659
--------------------------------------------- ---------------------------- ---------------------------- ----------------------------
LEG Partners III SBIC, L.P. 602,689 190,215 190,215
--------------------------------------------- ---------------------------- ---------------------------- ----------------------------
Wynnefield Partners Small Cap Value, L.P. 206,549 65,190 65,190
--------------------------------------------- ---------------------------- ---------------------------- ----------------------------
Wynnefield Partners Small Cap Value, L.P. I 248,050 78,287 78,287
--------------------------------------------- ---------------------------- ---------------------------- ----------------------------
Wynnefield Partners Small Cap Value 104,008 32,826 32,826
Offshore Fund, Ltd.
--------------------------------------------- ---------------------------- ---------------------------- ----------------------------
(1) Pursuant to the Stockholders Agreement, Alexander Enterprise Holdings
Corp. holds an additional 33 shares of common stock of Acquisition Corp.
(2) Pursuant to the Stockholders Agreement, Xxx Xxxxxx holds an additional
22 shares of common stock of Acquisition Corp.
(3) Pursuant to the Stockholders Agreement, each of First Global Holdings
Limited, Oracle Investments and Holdings Limited, and Ionic Holdings LDC
hold an additional 13 shares of common stock of Acquisition Corp.
(4) Pursuant to the Stockholders Agreement, Three Greens Holdings Limited
holds an additional 6 shares of common stock of Acquisition Corp.
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SCHEDULE II
Number of acquired
Stockholder Purchased Shares Share Purchase Price
----------- ------------------ --------------------
Xxx Xxxxxx 53,138 $199,268
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