Common use of Stock Quotation Clause in Contracts

Stock Quotation. Depending upon the number of Shares purchased pursuant to the Offer, the Shares may no longer meet the requirements for continued listing on Nasdaq. According to the published guidelines of The Nasdaq Stock Market, LLC (the “Nasdaq Stock Market”), the Nasdaq Stock Market would consider disqualifying the Shares for listing on Nasdaq (though not necessarily for listing on The NASDAQ Capital Market) if, among other possible grounds, the number of publicly held Shares falls below 750,000, the total number of beneficial holders of round lots of Shares falls below 400, the market value of publicly held Shares over a 30 consecutive business day period is less than $5 million, there are fewer than two active and registered market makers in the Shares over a 10 consecutive business day period, RC2 has stockholders’ equity of less than $10 million, or the bid price for the Shares over a 30 consecutive business day period is less than $1. Furthermore, the Nasdaq Stock Market would consider delisting the Shares from the NASDAQ Capital Market if, among other possible grounds, (1) the number of publicly held Shares falls below 500,000, (2) the total number of beneficial holders of round lots of Shares falls below 300, (3) the market value of publicly held Shares over a 30 consecutive business day period is less than $1 million, (4) there are fewer than two active and registered market makers in the Shares over a 10 consecutive business day period, (5) the bid price for the Shares over a 30 consecutive business day period is less than $1 or (6) (A) RC2 has stockholders’ equity of less than $2.5 million, (B) the market value of RC2’s listed securities is less than $35 million over a 10 consecutive business day period and (C) RC2’s net income from continuing operations is less than $500,000 for the most recently completed fiscal year and two of the last three most recently completed fiscal years. Shares held by officers or directors of RC2, or by any beneficial owner of more than 10% of the Shares, will not be considered as being publicly held for this purpose. According to RC2, as of March 23, 2011, there were 21,659,048 Shares outstanding (including 74,170 shares of unvested restricted stock). If, as a result of the purchase of Shares pursuant to the Offer or otherwise, the Shares are either no longer eligible for Nasdaq or are delisted from the NASDAQ Capital Market, the market for Shares will be adversely affected. Margin Regulations. The Shares are currently “margin securities” under the Regulations of the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”), which has the effect, among other things, of allowing brokers to extend credit on the collateral of the Shares. Depending upon factors similar to those described above regarding the market for the Shares and stock quotations, it is possible that, following the Offer, the Shares would no longer constitute “margin securities” for the purposes of the margin regulations of the Federal Reserve Board and, therefore, could no longer be used as collateral for loans made by brokers. 44

Stock Quotation. Depending upon the number of Shares purchased pursuant to the Offer, the Shares may no longer meet the requirements for continued listing on Nasdaq. According to the published guidelines of The Nasdaq Stock Market, LLC (the “Nasdaq Stock Market”), the Nasdaq Stock Market would consider disqualifying the Shares for listing on Nasdaq (though not necessarily for listing on The NASDAQ Nasdaq Capital Market) if, among other possible grounds, the number of publicly held Shares falls below 750,000, the total number of beneficial holders of round lots of Shares falls below 400, the market value of publicly held Shares over a 30 consecutive business day period is less than $5 million, there are fewer than two active and registered market makers in the Shares over a 10 consecutive business day period, RC2 GenTek has stockholders’ equity of less than $10 million, or the bid price for the Shares over a 30 consecutive business day period is less than $1. Furthermore, the Nasdaq Stock Market would consider delisting the Shares from the NASDAQ Capital Market Nasdaq altogether if, among other possible grounds, (1i) the number of publicly held Shares falls below 500,000, (2ii) the total number of beneficial holders of round lots of Shares falls below 300, (3iii) the market value of publicly held Shares over a 30 consecutive business day period is less than $1 million, (4iv) there are fewer than two active and registered market makers in the Shares over a 10 consecutive business day period, (5v) the bid price for the Shares over a 30 consecutive business day period is less than $1 or (6vi) (A) RC2 GenTek has stockholders’ equity of less than $2.5 million, (B) the market value of RC2GenTek’s listed securities is less than $35 million over a 10 consecutive business day period and (C) RC2GenTek’s net income from continuing operations is less than $500,000 for the most recently completed fiscal year and two of the last three most recently completed fiscal years. Shares held by officers or directors of RC2GenTek, or by any beneficial owner of more than 10% of the Shares, will not be considered as being publicly held for this purpose. According to RC2▇▇▇▇▇▇, as of March 23September 24, 20112009, there were 21,659,048 10,196,370 Shares outstanding (including 74,170 shares of unvested restricted stock)outstanding. If, as a result of the purchase of Shares pursuant to the Offer or otherwise, the Shares are either no longer eligible for Nasdaq or are delisted from the NASDAQ Capital MarketNasdaq altogether, the market for Shares will be adversely affected. Margin Regulations. The Shares are currently “margin securities” under the Regulations of the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”), which has the effect, among other things, of allowing brokers to extend credit on the collateral of the Shares. Depending upon factors similar to those described above regarding the market for the Shares and stock quotations, it is possible that, following the Offer, the Shares would no longer constitute “margin securities” for the purposes of the margin regulations of the Federal Reserve Board and, therefore, could no longer be used as collateral for loans made by brokers. 44.

Stock Quotation. Depending upon the number of Shares purchased pursuant to the Offer, the Shares may no longer meet the requirements for continued listing on Nasdaq. According to the published guidelines of The Nasdaq Stock Market, LLC (the “Nasdaq Stock Market”), the Nasdaq Stock Market would consider disqualifying the Shares for listing on Nasdaq (though not necessarily for listing on The NASDAQ Nasdaq Capital Market) if, among other possible grounds, : • the number of publicly held Shares falls below 750,000, ; • the total number of beneficial holders of round lots of Shares falls below 400, ; • the market value of publicly held Shares over a 30 consecutive business day period is less than $5 million, ; • there are fewer than two active and registered market makers in the Shares over a 10 ten consecutive business day period, RC2 ; • O’Charley’s has stockholdersshareholders’ equity of less than $10 million, ; or • the bid price for the Shares over a 30 consecutive business day period is less than $1. Table of Contents Furthermore, the Nasdaq Stock Market would consider delisting the Shares from the NASDAQ Capital Market Nasdaq altogether if, among other possible grounds, (1) : • the number of publicly held Shares falls below 500,000, (2) ; • the total number of beneficial holders of round lots of Shares falls below 300, (3) ; • the market value of publicly held Shares over a 30 consecutive business day period is less than $1 million, (4) ; • there are fewer than two active and registered market makers in the Shares over a 10 ten consecutive business day period, (5) ; • the bid price for the Shares over a 30 consecutive business day period is less than $1 or (6) (A) RC2 has stockholders’ equity of less than $2.5 million, (B) the market value of RC2’s listed securities is less than $35 million over a 10 consecutive business day period and (C) RC2’s net income from continuing operations is less than $500,000 for the most recently completed fiscal year and two of the last three most recently completed fiscal years. Shares held by officers or directors of RC2, or by any beneficial owner of more than 10% of the Shares, will not be considered as being publicly held for this purpose. According to RC2, as of March 23, 2011, there were 21,659,048 Shares outstanding (including 74,170 shares of unvested restricted stock). If, as a result of the purchase of Shares pursuant to the Offer or otherwise, the Shares are either no longer eligible for Nasdaq or are delisted from the NASDAQ Capital Market, the market for Shares will be adversely affected. Margin Regulations. The Shares are currently “margin securities” under the Regulations of the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”), which has the effect, among other things, of allowing brokers to extend credit on the collateral of the Shares. Depending upon factors similar to those described above regarding the market for the Shares and stock quotations, it is possible that, following the Offer, the Shares would no longer constitute “margin securities” for the purposes of the margin regulations of the Federal Reserve Board and, therefore, could no longer be used as collateral for loans made by brokers. 441; or

Stock Quotation. Depending upon the number of Shares purchased pursuant to the Offer, the Shares may no longer meet the requirements for continued listing on Nasdaq. According to the published guidelines of The Nasdaq Stock Market, LLC (the “Nasdaq Stock Market”), the Nasdaq Stock Market would consider disqualifying the Shares for listing on Nasdaq (though not necessarily for listing on The NASDAQ Nasdaq Capital Market) if, among other possible grounds, the number of publicly held Shares falls below 750,000, the total number of beneficial holders of round lots of Shares falls below 400, the market value of publicly held Shares over a 30 consecutive business day period is less than $5 million, there are fewer than two active and registered market Table of Contents makers in the Shares over a 10 consecutive business day period, RC2 AST has stockholdersshareholders’ equity of less than $10 million, or the bid price for the Shares over a 30 consecutive business day period is less than $1. Furthermore, the Nasdaq Stock Market would consider delisting the Shares from the NASDAQ Capital Market Nasdaq altogether if, among other possible grounds, (1i) the number of publicly held Shares falls below 500,000, (2ii) the total number of beneficial holders of round lots of Shares falls below 300, (3iii) the market value of publicly held Shares over a 30 consecutive business day period is less than $1 million, (4iv) there are fewer than two active and registered market makers in the Shares over a 10 consecutive business day period, (5v) the bid price for the Shares over a 30 consecutive business day period is less than $1 or (6vi) (A) RC2 AST has stockholdersshareholders’ equity of less than $2.5 million, (B) the market value of RC2AST’s listed securities is less than $35 million over a 10 consecutive business day period and (C) RC2AST’s net income from continuing operations is less than $500,000 for the most recently completed fiscal year and two of the last three most recently completed fiscal years. Shares held by officers or directors of RC2AST, or by any beneficial owner of more than 10% of the Shares, will not be considered as being publicly held for this purpose. According to RC2▇▇▇, as of March 23the close of business on December 28, 20112010, there were 21,659,048 14,029,294 Shares outstanding (including 74,170 shares of 597,580 unvested restricted stockshares). If, as a result of the purchase of Shares pursuant to the Offer or otherwise, the Shares are either no longer eligible for Nasdaq or are delisted from the NASDAQ Capital MarketNasdaq altogether, the market for Shares will be adversely affected. Margin Regulations. The Shares are currently “margin securities” under the Regulations of the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”), which has the effect, among other things, of allowing brokers to extend credit on the collateral of the Shares. Depending upon factors similar to those described above regarding the market for the Shares and stock quotations, it is possible that, following the Offer, the Shares would no longer constitute “margin securities” for the purposes of the margin regulations of the Federal Reserve Board and, therefore, could no longer be used as collateral for loans made by brokers. 44.

Stock Quotation. Depending upon the number of Shares purchased pursuant to the Offer, the Shares may no longer meet the requirements for continued listing on Nasdaq. According to the published guidelines of The Nasdaq Stock Market, LLC (the “Nasdaq Stock Market”), the Nasdaq Stock Market would consider disqualifying the Shares for listing on Nasdaq (though not necessarily for listing on The NASDAQ Nasdaq Capital Market) if, among other possible grounds, the number of publicly held Shares falls below 750,000, the total number of beneficial holders of round lots of Shares falls below 400, the market value of publicly held Shares over a 30 consecutive business day period is less than $5 million, there are fewer than two active and registered market makers in the Shares over a 10 consecutive business day period, RC2 Tasty Baking has stockholdersshareholders’ equity of less than $10 million, or the bid price for the Shares over a 30 consecutive business day period is less than $1. Furthermore, the Nasdaq Stock Market would consider delisting the Shares from the NASDAQ Capital Market Nasdaq altogether if, among other possible grounds, (1i) the number of publicly held Shares falls below 500,000, (2ii) the total number of beneficial holders of round lots of Shares falls below 300, (3iii) the market value of publicly held Shares over a 30 consecutive business day period is less than $1 million, (4iv) there are fewer than two active and registered market makers in the Shares over a 10 consecutive business day period, (5v) the bid price for the Shares over a 30 consecutive business day period is less than $1 or (6vi) (A) RC2 Tasty Baking has stockholdersshareholders’ equity of less than $2.5 million, (B) the market value of RC2Tasty Baking’s listed securities is less than $35 million over a 10 consecutive business day period and (C) RC2Tasty Baking’s net income from continuing operations is less than $500,000 for the most recently completed fiscal year and two of the last three most recently completed fiscal years. Shares held by officers or directors of RC2Tasty Baking, or by any beneficial owner of more than 10% of the Shares, will not be considered as being publicly held for this purpose. According to RC2Tasty Baking, as of March 23April 15, 2011, there were 21,659,048 8,622,847 Shares outstanding (including 74,170 shares of unvested restricted stockshares). If, as a result of the purchase of Shares pursuant to the Offer or otherwise, the Shares are either no longer eligible for Nasdaq or are delisted from the NASDAQ Capital MarketNasdaq altogether, the market for Shares will be adversely affected. Margin Regulations. The Shares are currently “margin securities” under the Regulations of the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”), which has the effect, among other things, of allowing brokers to extend credit on the collateral of the Shares. Depending upon factors similar to those described above regarding the market for the Shares and stock quotations, it is possible that, following the Offer, the Shares would no longer constitute “margin securities” for the purposes of the margin regulations of the Federal Reserve Board and, therefore, could no longer be used as collateral for loans made by brokers. 44.

Stock Quotation. Depending upon the number of Shares purchased pursuant to the Offer, the Shares may no longer meet the requirements for continued listing on Nasdaq. According to the published guidelines of The Nasdaq Stock Market, LLC (the “Nasdaq Stock Market”), the Nasdaq Stock Market would consider disqualifying the Shares for listing on Nasdaq (though not necessarily for listing on The NASDAQ Nasdaq Capital Market) if, among other possible grounds, the number of publicly held Shares falls below 750,000, the total number of beneficial holders of round lots of Shares falls below 400, the market value of publicly held Shares over a 30 consecutive business day period is less than $5 million, there are fewer than two active and registered market makers in the Shares over a 10 ten consecutive business day period, RC2 Encysive has stockholders’ equity of less than $10 million, or the bid price for the Shares over a 30 consecutive business day period is less than $1. Furthermore, the Nasdaq Stock Market would consider delisting the Shares from the NASDAQ Capital Market Nasdaq altogether if, among other possible grounds, (1i) the number of publicly held Shares falls below 500,000, (2ii) the total number of beneficial holders of round lots of Shares falls below 300, (3iii) the market value of publicly held Shares over a 30 consecutive business day period is less than $1 million, (4iv) there are fewer than two active and registered market makers in the Shares over a 10 ten consecutive business day period, (5v) the bid price for the Shares over a 30 consecutive business day period is less than $1 1, or (6vi) (A) RC2 Encysive has stockholders’ equity of less than $2.5 million, (B) the market value of RC2Encysive’s listed securities is less than $35 million over a 10 ten consecutive business day period period, and (C) RC2Encysive’s net income from continuing operations is less than $500,000 for the most recently completed fiscal year and two of the last three most recently completed fiscal years. Shares held by officers or directors of RC2Encysive, or by any beneficial owner of more than 10% of the Shares, will not be considered as being publicly held for this purpose. According to RC2Encysive, as of March 23February 15, 20112008, there were 21,659,048 80,962,765 Shares outstanding (including 74,170 shares of unvested restricted stock)outstanding. If, as a result of the purchase of Shares pursuant to the Offer or otherwise, the Shares are either no longer eligible for Nasdaq or are delisted from the NASDAQ Capital MarketNasdaq altogether, the market for Shares will be adversely affected. Margin Regulations. The Shares are currently “margin securities” under the Regulations of the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”), which has the effect, among other things, of allowing brokers to extend credit on the collateral of the Shares. Depending upon factors similar to those described above regarding the market for the Shares and stock quotations, it is possible that, following the Offer, the Shares would no longer constitute “margin securities” for the purposes of the margin regulations of the Federal Reserve Board and, therefore, could no longer be used as collateral for loans made by brokers. 44.