FIRST AMENDMENT TO STOCK CONTRIBUTION AGREEMENT
EXHIBIT 2
FIRST AMENDMENT TO
This FIRST AMENDMENT TO STOCK CONTRIBUTION AGREEMENT (this “Amendment”), is made as of
April 2, 2007, by and among Palisade Concentrated Equity Partnership, L.P., a Delaware limited
partnership (“Palisade”), Xxxxxx X. Xxxxxx, Xxxxxxx X. Xxxxxxxx, Xx., Xxxx X. Xxxxxxxxx and
Xxxxx Xxxxxxxxx (collectively, the “Contributing Stockholders”) and ROG Acquisition, Inc.,
a Delaware corporation (the “Company”). Capitalized terms contained in this Amendment and
not otherwise defined herein shall have the meanings set forth in the Contribution Agreement (as
defined below).
The parties hereto agree that the Stock Contribution Agreement, dated February 23, 2007, by
and among the Contributing Stockholders and the Company (the “Contribution Agreement”) is
hereby amended as follows:
1. The first recital of the Contribution Agreement is hereby deleted in its entirety and
replaced by the following:
“WHEREAS, the Contributing Stockholders intend to contribute sixteen
million two hundred seventy-three thousand six hundred
ninety-eight (16,273,698) shares (collectively, the “Contributed
Shares”) of the outstanding common stock, par value $0.001 per
share, of Refac Optical Group, a Delaware corporation
(“Refac”), to the Company pursuant to the provisions set
forth herein; and”
2. The definition of “Stockholders’ Agreement” contained in Article I of the Contribution
Agreement is hereby deleted in its entirety and replaced by the following:
““Stockholders’ Agreement” shall mean that certain
Stockholders’ Agreement by and among ROG Acquisition, Inc. and the
Contributing Stockholders, attached hereto as Exhibit B.”
3. The first and second sentences contained in Section 3.03 of the Contribution Agreement are
hereby deleted in their entirety and replaced by the following:
“Section 3.03 Capitalization. The authorized capital stock
of the Company consists of one hundred (100) shares of Common
Stock (which prior to the contribution of the Contributed Shares by
the Contributing Stockholders will be increased pursuant to an
amendment to the Certificate to sixteen million two hundred
seventy-three thousand six hundred ninety-eight (16,273,698) shares of Common Stock). After giving effect to the transactions
contemplated by this Agreement, there will be issued and outstanding
16,273,698 shares of Common Stock.”
4. Exhibit A of the Contribution Agreement is hereby deleted in its entirety and replaced by
Exhibit 1 attached hereto.
5. Exhibit B of the Contribution Agreement is hereby deleted in its entirety and replaced by
Exhibit 2 attached hereto.
This Amendment may be executed in one or more counterparts, each of which shall be deemed to
be an original but all of which together shall constitute one and the same instrument.
(Signature Page Follows)
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IN WITNESS WHEREOF, each of the parties hereto has approved and executed this Amendment as of
the date first above written.
COMPANY: ROG ACQUISITION, INC. |
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By: | /s/ Xxxxxx X. Xxxxxx | ||||||
Name: | Xxxxxx X. Xxxxxx | ||||||
Its: President | |||||||
CONTRIBUTING STOCKHOLDERS: PALISADE CONCENTRATED EQUITY PARTNERSHIP, L.P. By: Palisade Concentrated Holdings, L.L.C. Its: General Partner |
|||||||
By: | /s/ Xxxxxx X. Xxxxxx | ||||||
Name: | Xxxxxx X. Xxxxxx | ||||||
Its: Designated Managing Member | |||||||
/s/ Xxxxxx X. Xxxxxx | ||||
/s/ Xxxx X. Xxxxxxxxx | ||||
/s/ Xxxxx Xxxxxxxxx | ||||
/s/ Xxxxxxx X. Xxxxxxxx, Xx. | ||||
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EXHIBIT 1
EXHIBIT A
OWNERSHIP OF CONTRIBUTED SHARES
OWNERSHIP OF CONTRIBUTED SHARES
Contributed | Company | |||||||
Contributing Stockholder | Shares | Shares | ||||||
Palisade Concentrated Equity Partnership, L.P. |
15,804,895 | 15,804,895 | ||||||
Xxxxxx X. Xxxxxx |
1,580 | 1,580 | ||||||
Xxxxxxx X. Xxxxxxxx, Xx. |
193,871 | 193,871 | ||||||
Xxxx X. Xxxxxxxxx |
8,496 | 8,496 | ||||||
Xxxxx Xxxxxxxxx |
264,856 | 264,856 | ||||||
Total |
16,273,698 | 16,273,698 |
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