EQUITY COMMITMENT LETTER May 17, 2012Equity Commitment Letter • July 27th, 2012 • Bidz.com, Inc. • Services-business services, nec • Delaware
This letter agreement sets forth the commitment of Weston Capital Management LLC and Weston Capital Partners Master Fund III LTD (collectively, the “Investors”), subject to the terms and conditions hereof, to purchase equity securities of Glendon Group, Inc., a Delaware corporation (“Parent”). It is contemplated that pursuant to the Agreement and Plan of Merger (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), to be entered into by and among BIDZ.com, Inc., a Delaware corporation (the “Company”), Parent, and Bidz Acquisition Company, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Acquisition Sub”), Acquisition Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly-owned subsidiary of Parent. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Merger Agreement.
GUARANTEEGuarantee • July 27th, 2012 • Bidz.com, Inc. • Services-business services, nec • Delaware
GUARANTEE, dated as of May 17, 2012 (this “Guarantee”), by Weston Capital Management LLC, a Delaware limited liability company, and Weston Capital Partners Master Fund III LTD, a Cayman Islands exempt corporation (collectively, the “Guarantors” and each, a “Guarantor”), in favor of BIDZ.com, Inc., a Delaware corporation (the “Guaranteed Party”).
