Common use of Stock Subscriptions Clause in Contracts

Stock Subscriptions. (a) APG Sub herewith subscribes for shares of the Company's Common Stock, $0.01 par value (the "Common Stock,") as set forth on Schedule I hereto, for a purchase price of $1.00 per share ("Original Common Cost") and other good and valuable consideration, the sufficiency of which is hereby acknowledged. (b) APG Sub herewith subscribes for shares of the Company's Series B Junior Redeemable Preferred Stock, $0.01 par value (the "Series B Junior Preferred Stock") as set forth on Schedule I hereto, for a purchase price of $1,000 per share ("Original Series B Preferred Cost") and other good and valuable consideration, the sufficiency of which is hereby acknowledged. (c) APG Sub herewith subscribes for shares of the Company's Series D Junior Redeemable Preferred Stock, $0.01 par value (the "Series D Preferred Stock and, together with the Common Stock and the Series B Junior Preferred Stock, the "Stock") as set forth on Schedule I hereto, for a purchase price of $1,000 per share ("Original Series D Preferred Cost and together with the Original Series B Preferred Cost, the "Preferred Cost") and other good and valuable consideration, the sufficiency of which is hereby acknowledged. (d) APG acknowledges to the Company and the other stockholders of the Company that APG understands and agrees, as follows: THE STOCK HAS NOT BEEN REGISTERED UNDER FEDERAL OR STATE SECURITIES LAWS. THE STOCK IS VERY SPECULATIVE AND RISKY. THERE IS NO PUBLIC OR OTHER MARKET FOR THE STOCK NOR IS ANY LIKELY TO DEVELOP. THE COMPANY HAS A LIMITED FINANCIAL HISTORY AND THE COMPANY HAS BORROWED SUBSTANTIALLY ALL OF THE FUNDS AVAILABLE TO IT TO OPERATE ITS BUSINESS. APG ACKNOWLEDGES THAT APG MAY AND CAN AFFORD TO LOSE 2 ITS ENTIRE INVESTMENT AND THAT APG UNDERSTANDS THAT IT MAY HAVE TO HOLD THIS INVESTMENT INDEFINITELY. (e) The Company covenants that upon issuance the Common Stock subscribed for by APG Sub shall aggregate $110,000 in aggregate subscription and purchase price. (f) The Company covenants that upon issuance, the Series B Junior Preferred Stock subscribed for by APG Sub shall aggregate $3,250,000 in aggregate subscription and purchase price. (g) The Company covenants that upon issuance, the Series D Junior Preferred Stock subscribed for by APG Sub shall aggregate $990,000 in aggregate subscription and purchase price. (h) Each certificate evidencing Stock being issued pursuant to this Agreement shall bear legends reflecting (i) this Agreement's existence, and (ii) the fact that said Stock has not been registered under Federal or state securities laws and is subject to limitations on transfer set forth herein and in the Stockholders Agreement (as defined in Section 2(b)). APG acknowledges that the effect of these legends, among other things, is or may be to limit or destroy the value of the certificate for purposes of sale or for use as loan collateral. APG consents that "stop transfer" instructions may be noted against the Stock sold hereunder. APG acknowledges that it is required to become a party to the Stockholders Agreement as a condition to APG Sub purchasing the Stock hereunder.

Stock Subscriptions. (a) APG Sub Safety Partners herewith subscribes for 344,828 shares of the Company's Class A Common Stock, $0.01 .01 par value per share (the "Common Stock,") ), ------------ as set forth on Schedule I Exhibit 1 hereto, for a purchase price of $1.00 per share ("Original Common Cost") share, net --------- of any fees payable by the Company to Safety Partners for services rendered, and other good and valuable consideration, including its actions in connection with the sufficiency private placement of which is hereby acknowledgedpreferred stock and the senior subordinated notes by Safety Partners with various institutional investors. (b) APG Sub herewith subscribes for shares of the Company's Series B Junior Redeemable Preferred Stock, $0.01 par value (the "Series B Junior Preferred Stock") as set forth on Schedule I hereto, for a purchase price of $1,000 per share ("Original Series B Preferred Cost") and other good and valuable consideration, the sufficiency of which is hereby acknowledged. (c) APG Sub herewith subscribes for shares of the Company's Series D Junior Redeemable Preferred Stock, $0.01 par value (the "Series D Preferred Stock and, together with the Common Stock and the Series B Junior Preferred Stock, the "Stock") as set forth on Schedule I hereto, for a purchase price of $1,000 per share ("Original Series D Preferred Cost and together with the Original Series B Preferred Cost, the "Preferred Cost") and other good and valuable consideration, the sufficiency of which is hereby acknowledged. (d) APG The Stockholder acknowledges to the Company and the other Company's stockholders of (the Company "Other Stockholders") that APG the Stockholder understands and ------------------ agrees, as follows: THE COMMON STOCK HAS NOT BEEN REGISTERED UNDER FEDERAL OR STATE SECURITIES LAWS. THE COMMON STOCK IS VERY SPECULATIVE AND RISKY. THERE IS NO PUBLIC OR OTHER MARKET FOR THE STOCK NOR IS ANY LIKELY TO DEVELOP. THE COMPANY HAS A LIMITED NO PREVIOUS FINANCIAL HISTORY AND THE COMPANY HAS BORROWED SUBSTANTIALLY ALL OF THE FUNDS AVAILABLE TO IT TO OPERATE ITS BUSINESS. APG THE STOCKHOLDER ACKNOWLEDGES THAT APG THE STOCKHOLDER MAY AND CAN AFFORD TO LOSE 2 ITS ENTIRE INVESTMENT AND THAT APG THE STOCKHOLDER UNDERSTANDS THAT IT THE STOCKHOLDER MAY HAVE TO HOLD THIS INVESTMENT INDEFINITELY. (ec) The Company covenants that upon issuance the Common Stock subscribed for by APG Sub the Stockholder shall aggregate $110,000 344,828 in aggregate subscription purchase price and, assuming the future issuance of 172,414 shares of Class C Common Stock, $.01 par value, of the Company (the "Option Shares"), to certain management investors upon the exercise of options issued pursuant to the Company Stock Option Plan (as defined in Section 2(b) and purchase pricethe future issuance of shares of Class B Common Stock, $.01 par value (the "Warrant Shares"), to certain institutional investors upon the exercise of certain warrants, shall represent 4.0% of the authorized and outstanding shares of the Common Stock of all classes of the Company on a fully diluted basis as of the date hereof. (f) The Company covenants that upon issuance, the Series B Junior Preferred Stock subscribed for by APG Sub shall aggregate $3,250,000 in aggregate subscription and purchase price. (g) The Company covenants that upon issuance, the Series D Junior Preferred Stock subscribed for by APG Sub shall aggregate $990,000 in aggregate subscription and purchase price. (hd) Each certificate evidencing Common Stock being issued pursuant to this Agreement shall bear legends reflecting (i) this Agreement's existence, existence and (ii) the fact that said Common Stock has not been registered under Federal or state securities laws and is subject to limitations on transfer set forth herein and in the Stockholders Agreement Agreement, of even date herewith, by and among ▇▇▇▇▇▇▇ Products (as defined in Section 2(b)"New ▇▇▇▇▇▇▇") and New ▇▇▇▇▇▇▇'▇ Other Stockholders (the "Stockholders ----------- ------------ Agreement"). APG The Stockholder acknowledges that the effect of these legends, --------- among other things, is or may be to limit or destroy the value of the certificate for purposes of sale or for use as loan collateral. APG The Stockholder consents that "stop transfer" instructions may be noted against the Common Stock sold to the Stockholder hereunder. APG The Stockholder acknowledges that it the Stockholder is required to become a party to the Stockholders Agreement as a condition to APG Sub purchasing the Common Stock hereunder.

Stock Subscriptions. (a) APG Sub Each Stockholder herewith (i) subscribes for shares of the following securities of the Company as set forth on Exhibit 1 hereto: the --------- Company's Class A Common Stock, $0.01 .01 par value (the "Class A Common Stock,") as set forth on Schedule I hereto), for a -------------------- purchase price of $1.00 per share ("Original Common Cost") and other good and valuable consideration, including the sufficiency of which is hereby acknowledged. (b) APG Sub herewith subscribes for shares sponsorship of the Company's Series B Junior Redeemable Preferred Stock, $0.01 par value (the "Series B Junior Preferred Stock") as set forth on Schedule I hereto, for a purchase price of $1,000 per share ("Original Series B Preferred Cost") and other good and valuable considerationtransactions contemplated hereby, the sufficiency of which is hereby acknowledgedacknowledged and (ii) agrees to enter into a Stock Pledge Agreement (each a "Jordan Pledge Agreement") in favor of ▇▇▇▇▇▇ Financial, Inc. ("▇▇▇▇▇▇") as Agent for the Lenders under the Credit Agreement (as defined in Section 2(b)) in substantially the form attached as Exhibit 2 attached hereto in order to secure, among other things, the payment of amounts due pursuant to the Credit Agreement. The foregoing Class A Common Stock is referred to as the "Common Stock", and, along with any other class of capital ------------ stock of the Company, collectively the "Stock". ----- (b) Each Stockholder nominates Jordan/Zalaznick Capital Company ("JZCC") to take title to and hold the Stock the Stockholder subscribes for ---- under this Agreement. JZCC acknowledges to the Stockholders and the Company that the Stock subscribed for under this Agreement will be distributed by JZCC to the Stockholders pursuant to such agreements as exist between the Stockholders and JZCC. (c) APG Sub herewith subscribes for shares of the Company's Series D Junior Redeemable Preferred Stock, $0.01 par value (the "Series D Preferred Stock and, together with the Common Stock and the Series B Junior Preferred Stock, the "Stock") as set forth on Schedule I hereto, for a purchase price of $1,000 per share ("Original Series D Preferred Cost and together with the Original Series B Preferred Cost, the "Preferred Cost") and other good and valuable consideration, the sufficiency of which is hereby acknowledged. (d) APG Each Stockholder acknowledges to the Company and the other stockholders of the Company Stockholders that APG he understands and agrees, as follows: THE STOCK HAS NOT BEEN REGISTERED UNDER FEDERAL OR STATE SECURITIES LAWS. THE STOCK IS VERY SPECULATIVE AND RISKY. THERE IS NO PUBLIC OR OTHER MARKET FOR THE STOCK NOR IS ANY LIKELY TO DEVELOP. THE COMPANY HAS A LIMITED NO PREVIOUS FINANCIAL HISTORY AND THE COMPANY HAS BORROWED SUBSTANTIALLY ALL OF THE FUNDS AVAILABLE TO IT TO OPERATE ITS BUSINESS. APG EACH STOCKHOLDER ACKNOWLEDGES THAT APG THE STOCKHOLDER MAY AND CAN AFFORD TO LOSE 2 ITS HIS ENTIRE INVESTMENT AND THAT APG THE STOCKHOLDER UNDERSTANDS THAT IT THE STOCKHOLDER MAY HAVE TO HOLD THIS INVESTMENT INDEFINITELY. (ed) The Company covenants that upon issuance the Common Stock subscribed for by APG Sub the Stockholders shall aggregate $110,000 2,905,172 in purchase price and, assuming the future issuance to management of the Company of 172,414 additional shares of the Company's Class C Common Stock, $.01 par value per share (the "Option Shares"), upon the exercise of certain options and the future ------------- issuance to the Institutional Investors and their Permitted Transferees (each as defined in the Stockholders Agreement) of 3,448,276 additional shares of Common Stock upon the exercise of certain warrants (the "Warrant Shares") after the -------------- date hereof, shall represent 33.7% in the aggregate subscription of the authorized and purchase priceoutstanding shares of all Common Stock of all classes of the Company on a fully diluted basis as of the date hereof. (f) The Company covenants that upon issuance, the Series B Junior Preferred Stock subscribed for by APG Sub shall aggregate $3,250,000 in aggregate subscription and purchase price. (g) The Company covenants that upon issuance, the Series D Junior Preferred Stock subscribed for by APG Sub shall aggregate $990,000 in aggregate subscription and purchase price. (he) Each certificate evidencing Stock being issued pursuant to this Agreement shall bear legends reflecting (i) this Agreement's existence, existence and (ii) the fact that said Stock has not been registered under Federal or state securities laws and is subject to limitations on transfer set forth herein and in the Stockholders Agreement Agreement, of even date herewith, by and among New ▇▇▇▇▇▇▇ and New ▇▇▇▇▇▇▇'▇ Stockholders (as defined in Section 2(b)the "Stockholders Agreement"). APG Each Stockholder ---------------------- acknowledges that the effect of these legends, among other things, is or may be to limit or destroy the value of the certificate for purposes of sale or for use as loan collateral. APG Each Stockholder consents that "stop transfer" instructions may be noted against the Stock sold to him hereunder. APG Each Stockholder acknowledges that it he is required to become a party to the Stockholders Agreement as a condition to APG Sub purchasing the Stock hereunder.

Stock Subscriptions. (a) APG Sub herewith Each Stockholder (i) subscribes for the number of shares set forth opposite such Stockholder's name in EXHIBIT 1 hereto of the Company's Common Stock, $0.01 par value $.01 per share (the "Common Stock,COMMON STOCK") as set forth on Schedule I hereto), for at a purchase price of $1.00 10.00 per share share, (ii) tenders in consideration of the subscription for such Common Stock a Promissory Note executed and delivered by the Stockholder in favor of the Company in substantially the form of EXHIBIT 2 attached hereto (the "Original Common CostNOTES") and other good in an initial principal amount set forth in EXHIBIT 1 hereto, and valuable consideration(iii) agrees to enter into a Stock Pledge Agreement in favor of the Company in substantially the form of EXHIBIT 3 attached hereto (the "PLEDGE AGREEMENTS") in order to secure the payment of amounts due under the Notes. Each of the Stockholders, in order to facilitate the transactions contemplated by this Agreement, authorizes and appoints the Company or any of its representatives to direct the transfer of the subscription consideration from any account which such amounts may be paid into for the benefit of such Stockholder to any account established for the benefit of the Company or any of its subsidiaries. For purposes of this Agreement, the sufficiency of which is hereby acknowledgedCommon Stock and the Restricted Shares (as defined in SECTION 1(b)) are collectively referred to as the "SECURITIES"). (b) APG Sub herewith subscribes for The Company pursuant to the Restricted Stock Plan (as defined in SECTION 2(b)) hereof may grant to certain executives shares of the Company's Series B Junior Redeemable Preferred Stock, $0.01 par value Common Stock (the "Series B Junior Preferred StockRESTRICTED SHARES") ). Such Restricted Shares shall vest as set forth on Schedule I hereto, for a purchase price of $1,000 per share ("Original Series B Preferred Cost") and other good and valuable consideration, in the sufficiency of which is hereby acknowledgedRestricted Stock Plan. (c) APG Sub herewith subscribes for shares of the Company's Series D Junior Redeemable Preferred Stock, $0.01 par value (the "Series D Preferred Stock and, together with the Common Stock and the Series B Junior Preferred Stock, the "Stock") as set forth on Schedule I hereto, for a purchase price of $1,000 per share ("Original Series D Preferred Cost and together with the Original Series B Preferred Cost, the "Preferred Cost") and other good and valuable consideration, the sufficiency of which is hereby acknowledged. (d) APG Each Stockholder acknowledges to the Company and the other stockholders of the Company Stockholders that APG such Stockholder understands and agrees, as follows: THE STOCK HAS SECURITIES HAVE NOT BEEN REGISTERED UNDER FEDERAL OR STATE SECURITIES LAWS. THE STOCK IS SECURITIES ARE VERY SPECULATIVE AND RISKY. THERE IS NO PUBLIC OR OTHER MARKET FOR THE STOCK SECURITIES NOR IS ANY LIKELY TO DEVELOP. THE COMPANY HAS AND ITS SUBSIDIARIES HAVE BORROWED A LIMITED FINANCIAL HISTORY AND THE COMPANY HAS BORROWED SUBSTANTIALLY ALL SUBSTANTIAL PORTION OF THE FUNDS AVAILABLE TO IT USED TO OPERATE ITS BUSINESS. APG EACH STOCKHOLDER ACKNOWLEDGES THAT APG SUCH STOCKHOLDER MAY AND CAN AFFORD TO LOSE 2 ITS SUCH STOCKHOLDER'S ENTIRE INVESTMENT AND THAT APG SUCH STOCKHOLDER UNDERSTANDS THAT IT SUCH STOCKHOLDER MAY HAVE TO HOLD THIS INVESTMENT INDEFINITELY. (e) The Company covenants that upon issuance the Common Stock subscribed for by APG Sub shall aggregate $110,000 in aggregate subscription and purchase price. (f) The Company covenants that upon issuance, the Series B Junior Preferred Stock subscribed for by APG Sub shall aggregate $3,250,000 in aggregate subscription and purchase price. (g) The Company covenants that upon issuance, the Series D Junior Preferred Stock subscribed for by APG Sub shall aggregate $990,000 in aggregate subscription and purchase price. (h) Each certificate evidencing Stock being issued pursuant to this Agreement shall bear legends reflecting (i) this Agreement's existence, and (ii) the fact that said Stock has not been registered under Federal or state securities laws and is subject to limitations on transfer set forth herein and in the Stockholders Agreement (as defined in Section 2(b)). APG acknowledges that the effect of these legends, among other things, is or may be to limit or destroy the value of the certificate for purposes of sale or for use as loan collateral. APG consents that "stop transfer" instructions may be noted against the Stock sold hereunder. APG acknowledges that it is required to become a party to the Stockholders Agreement as a condition to APG Sub purchasing the Stock hereunder.