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,
except that up to 15,000 Purchased Shares may be issued and delivered
directly to one employee of the Stockholder or an affiliate thereof who
agrees in writing to be bound by the terms and provisions of the
Stockholders Agreement; 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:
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(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, 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:
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"THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN
RESTRICTIONS AND OTHER 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;
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(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 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.
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(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.
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.
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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.
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.
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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 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.:
▇▇. ▇▇▇ ▇▇▇▇▇▇
c/o Kane ▇▇▇▇▇▇▇, P.C.
1350 Avenue of the ▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇.▇▇▇▇▇▇▇, Esq.
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇
(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
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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 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/ ▇▇▇ ▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇ ▇▇▇▇▇▇
Title: President
STOCKHOLDER
Alexander Enterprise Holding Corp.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Director
Address: ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇.,
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇
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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)
--------------------------------------------- ---------------------------- ---------------------------- ----------------------------
--------------------------------------------- ---------------------------- ---------------------------- ----------------------------
▇▇▇ ▇▇▇▇▇▇ 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)
--------------------------------------------- ---------------------------- ---------------------------- ----------------------------
--------------------------------------------- ---------------------------- ---------------------------- ----------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 348,188 109,892 109,892
--------------------------------------------- ---------------------------- ---------------------------- ----------------------------
--------------------------------------------- ---------------------------- ---------------------------- ----------------------------
The ▇▇▇▇▇ ▇▇▇▇▇▇▇ 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, ▇▇▇ ▇▇▇▇▇▇ 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
----------- ---------------- --------------------
Alexander Enterprise Holding Corp. 392,934 $1,473,501
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