OUTSTANDING SHARES OF COMMON STOCK.
NONE OF THE
SINGER GROUP NOR ANY OF THEIR RESPECTIVE AFFILIATES AND ASSOCIATES BENEFICIALLY
OWN, OR
1
HAVE ANY RIGHTS, OPTIONS OR AGREEMENTS TO ACQUIRE OR VOTE, ANY OTHER SHARES OF
CAPITAL STOCK OF THE COMPANY.
(C) WAIVER OF SECTION 203.
THE COMPANY REPRESENTS AND WARRANTS THAT THE BOARD
ADOPTED, ON FEBRUARY 25, 2008, RESOLUTIONS APPROVING THE SHARE ACQUISITION AND
WAIVING THE APPLICABILITY OF SECTION 203, WHICH APPROVAL AND WAIVER SHALL NO
LONGER BE EFFECTIVE FOLLOWING THE CONSUMMATION OF THE SHARE ACQUISITION UPON
(I) ANY FAILURE OF THE SINGER GROUP TO BE IN COMPLIANCE IN ALL RESPECTS WITH THE
APPLICABLE MATERIAL PROVISIONS OF THIS AGREEMENT AND (II) SUBSEQUENT TO BECOMING
AN "INTERESTED STOCKHOLDER" (AS DEFINED IN SECTION 203), SOLELY AS A RESULT OF
ANY SALE OR DISPOSITION OF ANY CAPITAL STOCK OF THE COMPANY BY ANY OF THE SINGER
GROUP, ANY FAILURE OF THE STOCKHOLDER, AND ITS AFFILIATES (AS DEFINED IN
SECTION 203) AND ASSOCIATES (AS DEFINED IN SECTION 203), TO BE THE OWNERS (AS
DEFINED IN SECTION 203) OF FIFTEEN PERCENT (15%) OR MORE OF THE VOTING CAPITAL
STOCK OF THE COMPANY, OR TO BE AN "INTERESTED STOCKHOLDER" (AS DEFINED IN
SECTION 203),
(D) CERTAIN DEFINED TERMS.
FOR PURPOSES OF THIS AGREEMENT, THE TERM "AFFILIATE"
AND "ASSOCIATE" SHALL HAVE THE RESPECTIVE MEANINGS SET FORTH IN RULE 12B-2
PROMULGATED BY THE SECURITIES AND EXCHANGE COMMISSION (THE "SEC") UNDER THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (THE "EXCHANGE ACT").
FOR PURPOSES
OF THIS AGREEMENT, THE TERMS "BENEFICIAL OWNER" AND "BENEFICIALLY OWN" SHALL
HAVE THE SAME MEANINGS AS SET FORTH IN RULE 13D-3 PROMULGATED BY THE SEC UNDER
THE EXCHANGE ACT, EXCEPT THAT A PERSON SHALL ALSO BE DEEMED TO BE THE BENEFICIAL
OWNER OF ALL SHARES OF COMMON STOCK THAT SUCH PERSON HAS THE RIGHT TO ACQUIRE
PURSUANT TO THE EXERCISE OF ANY RIGHTS IN CONNECTION WITH ANY SECURITIES OR ANY
AGREEMENT, REGARDLESS OF WHEN SUCH RIGHTS MAY BE EXERCISED AND WHETHER THEY ARE
CONDITIONAL.
Section 2.
Stockholder Director Nominations.
As soon as practicable after the
date hereof, the Board will (a) increase the size of the Board from seven
(7) members to nine (9) members and (b) appoint
two individuals proposed by the
Stockholder (each a "Singer Nominee"),
designating one of the newly created
directorships for the class of directors to be elected at the 2008 Annual
Meeting of the Stockholders of the Company (such class of directors, the "2008
Class") and the other newly created directorship to be elected at the 2010
Annual Meeting of Stockholders (such class of directors, the 2010 Class").
Each such Singer Nominee shall, immediately upon his or her appointment to the
Board as aforesaid, in all respects be, and be deemed to be, a full member of
the Board having all voting and other rights appurtenant to such membership
under the Company's Certificate of Incorporation, By-laws and otherwise.
Upon
his or her appointment as aforesaid, the Singer Nominee in the 2008 Class shall
serve on the Board