EXHIBIT 2.2
Barington Capital Group, L.P.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
January 5, 2007
Special Committee of the Board of Directors
Dynabazaar, Inc.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attn: Xx. Xxxx Xxxxx
Chairman
Dear Xxxx:
Reference is hereby made to the Agreement and Plan of Merger (the
"MERGER AGREEMENT") which is being executed contemporaneously herewith, by and
among Dynabazaar, Inc., a Delaware corporation ("DYNABAZAAR"), LQ Merger Corp.,
a Delaware corporation and a direct, wholly owned subsidiary of Dynabazaar
("LMC"), and L Q Corporation, Inc., a Delaware corporation ("LQ"). Capitalized
terms not otherwise defined herein shall have the meanings assigned to such
terms in the Merger Agreement.
Barington Capital Group, L.P. ("BARINGTON") and its affiliates are
collectively the beneficial owners of approximately 5.9% of the outstanding
shares of Dynabazaar Common Stock. In connection with the Merger, Barington
hereby irrevocably and unconditionally agrees to vote, and to cause its
affiliates to vote, all of the shares of Dynabazaar Common Stock now owned or
hereafter acquired by Barington and its affiliates in respect of the Merger, in
proportion to the votes of the other stockholders of Dynabazaar.
BARINGTON CAPITAL GROUP, L.P.
By: LNA Capital Corp., its general partner
By: /s/ Xxxxx X. Xxxxxxxxxxx
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Name: Xxxxx X. Xxxxxxxxxxx
Title: President and CEO
