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Other Terms . As additional consideration for the sale and purchase of the Common Stock, the registrant, the Buyer, and the Harlands agree as follows:
(a)
Spin-Off of the Subsidiary . Following the Closing, at the request of the Harlands, the Buyer shall permit the spin-off Knightsbridge Corporation, the Subsidiary of the registrant (the “Spin-Off”), to the then current stockholders of the registrant who were stockholders of the registrant immediately before the Closing. All expenses of the Spin-Off shall be paid by the Harlands, with no expenses to be paid by the registrant.
(b)
Officers and Directors . Upon the execution of the Agreement, Meier Frankel shall be elected to the board of directors of the registrant. At the Closing, all of the directors of the registrant, with the exception of Sydney A. Harland and Meier Frankel, and all of the officers of the registrant, shall resign. Immediately, thereafter, Messrs. Harland and Frankel, as the registrant’s remaining directors, shall elect Meier Frankel as Chairman of the Board, Lee Frankel, Norman L. Horowitz, Virginia Norfleet, Alexandra Federov, and Eric N. Marton to serve as directors of the registrant until such time as their successors have been elected and qualified. Sydney A. Harland shall continue to serve as a director of the registrant, until his successor is elected and qualified. At the same time, Messrs. Harland and Frankel shall elect Meier Frankel, Chairman of the Board, Lee Frankel, President and Chief Executive Officer, Robert N. Weingarten, Chief Financial Officer and Principal Accounting Officer, and Schidly Jean-Baptiste, Secretary, to serve as officers of the registrant until such time as their successors have been elected and qualified.
