Exhibit 2.2
Barington Capital Group, L.P.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
February 26, 2007
Special Committee of the Board of Directors
Dynabazaar, Inc.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attn: Xx. Xxxx Xxxxx
Chairman
Dear Rory:
Reference is hereby made to the Amended and Restated 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
------------------------
Name: Xxxxx X. Xxxxxxxxxxx
Title: President and CEO
