EXHIBIT 10.18
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STOCK REPURCHASE AGREEMENT
Among
KIRKLAND'S, INC.
AND
THE OTHER PARTIES SPECIFIED HEREIN
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Dated as of May 31, 2002
STOCK REPURCHASE AGREEMENT
THIS STOCK REPURCHASE AGREEMENT (the "Agreement") is made as
of the 31st day of May, 2002, by and among
- KIRKLAND'S INC., a corporation incorporated under
Tennessee law ("Kirkland's"),
- KIRKLAND HOLDINGS L.L.C. ("Holdings"),
- SSM VENTURE PARTNERS, L.P.,
- JOSEPH R. HYDE, III,
- JOHNSTON C. ADAMS, JR.,
- JOHN H. PONTIUS,
- CT/KIRKLAND EQUITY PARTNERS, L.P.,
- R-H CAPITAL PARTNERS, L.P.,
- CAPITAL RESOURCE LENDERS II, L.P.,
- ALLIED CAPITAL CORPORATION,
- CRESCENT/MACH I PARTNERS, L.P.,
- THE MARLBOROUGH CAPITAL INVESTMENT FUND, L.P.,
- GLOBAL PRIVATE EQUITY II LIMITED PARTNERSHIP,
- ADVENT DIRECT INVESTMENT PROGRAM LIMITED PARTNERSHIP,
- ADVENT PARTNERS LIMITED PARTNERSHIP,
- ROBERT E. KIRKLAND,
- THE ROBERT E. KIRKLAND ANNUITY TRUST - 2002, and
- ROBERT ALDERSON.
WHEREAS, on April 23, 2002, Kirkland's filed a registration
statement on Form S-1 with the U.S. Securities and Exchange Commission in
connection with an initial public offering of Kirkland's common stock (the
offering pursuant to such registration statement, as the same may be hereafter
amended, including any related registration statement filed pursuant to Rule 462
under the Securities Act of 1933, as amended, being referred to as the "IPO");
WHEREAS, in connection with the IPO, Kirkland's desires to
repurchase certain shares of capital stock from the parties to this Agreement
immediately prior to the conversion of
Kirkland's convertible preferred stock into shares of Common Stock of
Kirkland's, as more particularly set forth in this Agreement; and
WHEREAS, in connection with the IPO, the parties to this
Agreement desire to sell certain shares of capital stock to Kirkland's
immediately prior to the conversion of Kirkland's convertible preferred stock
into shares of Common Stock of Kirkland's, as more particularly set forth in
this Agreement.
NOW THEREFORE, in consideration of the premises and the mutual
terms and provisions hereof, the parties hereto hereby agree as follows:
1. Sale and Purchase of the Repurchased Shares.
(a) Purchase Price. Effective immediately prior
to the conversion (the "Conversion") that will take place upon the initial
closing of the IPO (the "IPO Closing"), of shares of Kirkland's Class A
Preferred Stock, Class B Preferred Stock and Class D Preferred Stock, in each
case into Kirkland's Common Stock, each party to this Agreement other than
Kirkland's (the "Redeemed Shareholders") hereby sells, assigns, delivers and
transfers to Kirkland's, and effective immediately prior to the Conversion,
Kirkland's hereby repurchases and acquires from each of the Redeemed
Shareholders, all right, title and interest in and to the shares of capital
stock indicated on Schedule 1 attached hereto (collectively, the "Redeemed
Shares") (or such lesser amount of such shares as may be provided for pursuant
to Section 1(b) hereof), for a purchase price determined in accordance with
Section 1(c) hereof. The purchase price for the Redeemed Shares shall be paid by
Kirkland's at the IPO Closing by wire transfer of immediately available funds to
the Wire Account (as defined below) of each of the Redeemed Shareholders. Except
with respect to Robert E. Kirkland and his annuity trust, the number of shares
to be sold by the Redeemed Shareholders hereunder will depend on the amount of
gross proceeds to be received by Kirkland's at the IPO Closing, as more
particularly described in Section 1(b) below. The term "Wire Account" shall mean
with respect to each Redeemed Shareholder, the account capable of accepting wire
transfers of immediately available funds designated by such Redeemed Shareholder
to Kirkland's in writing not later than three (3) days prior to the IPO Closing.
(b) Order of Priority in Applying Kirkland's Net
IPO Proceeds. The net proceeds to Kirkland's from the IPO Closing (after
underwriting discounts and commissions and after offering expenses) shall be
applied in the following declining order or priority:
(i) to purchase all of the capital
stock in Kirkland's owned by Robert Kirkland and his annuity trust, as set forth
beside his name in the stock chart set forth in Schedule 1 hereto;
(ii) to pay all accrued and unpaid
consulting payments to Robert Kirkland pursuant to the Consulting Agreement
between Robert Kirkland and Kirkland's dated June 12, 1996;
(iii) to repay all of Kirkland's
outstanding subordinated debt, including accrued and unpaid interest;
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(iv) to purchase all of the outstanding
Class C Preferred Stock of Robert Alderson, as set forth beside his name in the
stock chart set forth in Schedule 1 hereto;
(v) to pay all accrued and unpaid
compensation payments to Carl Kirkland and Robert Alderson pursuant to their
employment agreements with Kirkland's (or pursuant to any Special Bonus
Agreement(s) entered into by either of them and Kirkland's), to the extent such
compensation payments had previously been subordinated to Kirkland's senior and
subordinated debt.
(vi) to establish a working capital
reserve of up to $1 million to be retained by the Company and used from time to
time for general corporate and working capital purposes.
(vii) to purchase the shares of Class A
Preferred Stock indicated in the stock chart set forth in Schedule 1 hereto. The
amount of Class A Preferred Stock to be repurchased from each Redeemed
Shareholder will be equal to the lesser of (1) all shares of all Class A
Preferred Stock held by such Redeemed Shareholder, (2) the number of shares or
dollar value (including accrued dividends) of shares of Class A Preferred Stock
indicated for such Redeemed Shareholder in Schedule 1 hereto, including any
limitations described in the footnotes thereto, or (3) the number of shares of
Class A Preferred Stock having a value (including accrued dividends) equal to
such Redeemed Shareholder's pro rata share of the lesser of (A) the value of all
equity securities (other than Class C Preferred Stock) in the Company held by
all Redeemed Shareholders (other than Robert Alderson and Robert Kirkland and
his annuity trust), or (B) the amount available for the purchase of Class A
Preferred Stock pursuant to this paragraph (vi). For purposes of this Agreement,
each Redeemed Shareholder's "pro rata share" shall be equal to the quotient of
the value of all equity securities (other than Class C Preferred Stock) in the
Company held by such Redeemed Shareholder, divided by the value of all equity
securities (other than Class C Preferred Stock) in the Company held by all
Redeemed Shareholders (other than Robert Alderson and Robert Kirkland and his
annuity trust).
(viii) except as otherwise provided in
Section 1(d) below, to purchase shares of Class D Preferred Stock indicated in
the stock chart set forth in Schedule 1 hereto. The amount of Class D Preferred
Stock to be repurchased from each Redeemed Shareholder will be equal to the
lesser of (1) all shares of all Class D Preferred Stock held by such Redeemed
Shareholder, (2) the number of shares or dollar value (including accrued
dividends) of shares of Class D Preferred Stock indicated for such Redeemed
Shareholder in Schedule 1 hereto, including any limitations described in the
footnotes thereto, or (3) the number of shares of Class D Preferred Stock having
a value (including accrued dividends) equal to such Redeemed Shareholder's pro
rata share of the lesser of (A) the value of all equity securities (other than
Class C Preferred Stock) in the Company held by all Redeemed Shareholders (other
than Robert Alderson and Robert Kirkland and his annuity trust), or (B) the
amount available for the purchase of Class D Preferred Stock pursuant to this
paragraph (vii).
(ix) to repay all amounts outstanding
under Kirkland's revolving credit facility.
(c) Purchase Price.
(i) The purchase price for each share
of Class A Preferred Stock sold pursuant to this Agreement shall be an amount
equal to (x) 100% minus the underwriting discount in the IPO, expressed as a
percentage (the "Net Percentage"), multiplied by (y) the sum of (1) the stated
value of such share, plus (2) all dividends with respect to such share accrued
and unpaid through the IPO Closing. For purposes of illustration, in the event
the underwriting discount in the IPO were 7% and the stated value plus accrued
dividends per share
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for each share of Class A Preferred Stock were $16.59, the Net Percentage would
be 93% and the purchase price for each share of Class A Preferred Stock would be
$15.43.
(ii) The purchase price for each share
of Class B Preferred Stock sold pursuant to this Agreement shall be an amount
equal to the Net Percentage multiplied by the sum of (x) the stated value of
such share, plus (y) all dividends with respect to such share accrued and unpaid
through the IPO Closing.
(iii) The purchase price for each share
of Class C Preferred Stock sold pursuant to this Agreement shall be an amount
equal to 100% of the stated value of each such share.
(iv) The purchase price for each share
of Class D Preferred Stock sold pursuant to this Agreement shall be an amount
equal to the Net Percentage multiplied by the sum of (x) the stated value of
such share, plus (y) all dividends with respect to such share accrued and unpaid
through the IPO Closing.
(v) The purchase price for each share
of Common Stock sold pursuant to this Agreement shall be an amount equal to the
Net Percentage multiplied by the initial public offering price of Common Stock
in the IPO.
(d) Allocation of Proceeds for Sales in the IPO
by Certain Shareholders. The rights of the Redeemed Shareholders (other than
shareholders who are holders of Kirkland's subordinated notes (the "Sub Debt
Holders") and other than Robert Kirkland and his annuity trust) to have their
shares of Class A Preferred Stock and Class D Preferred Stock redeemed pursuant
to this agreement shall be contingent upon the Sub Debt Holders' right to be
granted the ability to sell shares of Common Stock held by such Sub Debt Holders
as selling shareholders at the IPO Closing such that each of the Sub Debt
Holders will have the opportunity to sell not less than approximately the same
percentage (within a variance not to exceed 1.5%) of the aggregate value of
their capital stock in Kirkland's (determined immediately prior to the
effectiveness of the IPO by reference to the initial public offering price in
the IPO), through a combination of the purchase price being paid pursuant to
this Agreement and the net proceeds from sales of shares of Common Stock at the
IPO Closing, than any other stockholder (other than Robert Kirkland and his
annuity trust) who holds shares of capital stock of Kirkland's with an aggregate
value of at least $5 million (as determined by reference to the initial public
offering price).
For avoidance of doubt, if the Sub Debt Holders are not granted the opportunity
to sell all of the shares of the capital stock of Kirkland's held by them either
as selling shareholders in the IPO or as Redeemed Shareholders hereunder and are
instead only permitted to sell some lesser percentage of the aggregate value of
their shares of Kirkland's's capital stock, then no other stockholder of
Kirkland's (with the exception of Robert Kirkland and his annuity trust and the
holders of Class C Preferred Stock) holding shares of capital stock of
Kirkland's with an aggregate value of at least $5 million (as determined by
reference to the initial public offering price) shall have any shares redeemed
pursuant to this agreement or sell any shares at the IPO Closing except for
redemptions and/or sales which shall yield such stockholder in the aggregate a
percentage of the aggregate value of the shares of Kirkland's capital stock held
by such stockholder equal to no more than 1.5% in excess of the percentage of
the aggregate value of the shares of the Kirkland's capital stock that the Sub
Debt Holders were granted the opportunity to have redeemed under this Agreement
or to sell in the IPO.
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(e) Transfer/Surrender of Stock Certificates.
Contemporaneously with the execution of this Agreement, each of the Redeemed
Shareholders has deposited with StockTrans, Inc., the Custodian (the
"Custodian") under the Power of Attorney and Custody Agreements dated on or
about the date of this Agreement and executed by the Redeemed Shareholders (the
"POA and Custody Agreements"), one or more certificates representing each such
Redeemed Shareholder's Redeemed Shares. Each of the Redeemed Shareholders hereby
represents and warrants to Kirkland's that each certificate delivered has (i)
been duly executed and is in negotiable form or (ii) is accompanied by a duly
executed stock power or powers in blank. The Custodian shall hold the
certificates representing the Redeemed Shares, and shall dispose of them in
accordance with the terms of the POA and Custody Agreements.
(f) Share Lot Notification. In the event a
Redeemed Shareholder owns shares of the same class with different holding
periods or tax bases, such Redeemed Shareholder may notify the Custodian and
Kirkland's in writing which lots of shares of each class of such Redeemed
Shareholder's Redeemed Shares will be sold hereunder, and such lots of shares
shall be those that are sold hereunder.
2. Termination.
(a) If the IPO Closing does not occur on or
before December 31, 2002, this Agreement shall terminate and shall be of no
further force or effect, and no sales and purchases of Kirkland's capital stock
will be deemed to have taken place pursuant to this Agreement.
(b) Except as provided in Section 2(a), the
Redeemed Shareholders shall have no right to decline to sell their Redeemed
Shares as contemplated by this Agreement.
3. Kirkland Holdings L.L.C.
(a) As of the date hereof, the members of
Holdings are: SSM Venture Partners, L.P.; Joseph R. Hyde, III; Johnston C.
Adams, Jr.; John H. Pontius; CT/Kirkland Equity Partners, L.P.; R-H Capital
Partners, L.P.; Crescent/Mach I Partners, L.P.; The Marlborough Capital
Investment Fund, L.P.; Global Private Equity II Limited Partnership; Advent
Direct Investment Program Limited Partnership; and Advent Partners Limited
Partnership (collectively, the "Members"). In accordance with the Operating
Agreement of Holdings dated as of June 12, 1996, as amended, each of the Members
hereby agrees to sell to Kirkland's in accordance with this Agreement the shares
of Class A Preferred Stock indicated on Schedule 1 attached hereto.
(b) Unless Holdings shall have been liquidated
prior thereto, then immediately prior to the sale and purchase of the
Repurchased Shares under this Agreement, Holdings shall distribute all of its
assets to its Members in accordance with each such Member's percentage interest
in Holdings.
4. Waiver of Registration Rights Agreement. Each of the
Redeemed Shareholders agrees that his or its execution of this Agreement shall
be deemed to satisfy in full, and constitutes a waiver of, his or its rights
under that certain Registration Rights Agreement dated June 12, 1996 by and
among Kirkland's and certain shareholders of Kirkland's with respect to the IPO,
as same may have been or may hereafter be amended or amended and restated
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(as so amended or amended and restated, the "Registration Rights Agreement")
(collectively, the "IPO Registration Rights Waiver"). Notwithstanding the
foregoing, if this Agreement is terminated for any reason prior to the IPO
Closing, the IPO Registration Rights Waiver shall be null and void. Nothing in
this Agreement shall be construed as a waiver of any rights that the parties
hereto may have pursuant to the Registration Rights Agreement with respect to
any future registration of Kirkland's securities other than the IPO.
5. Amendments and Waivers. The provisions of this
Agreement, including the provisions of this sentence, may not be amended,
modified or supplemented, and waivers or consents to departures from the
provisions hereof may not be given, except with respect to any Redeemed
Shareholder from whom Kirkland's has obtained a written waiver or consent.
6. Notices. All notices that are required or permitted
hereunder shall be in writing and shall be sufficient if personally delivered or
sent by mail, facsimile message or by a nationally recognized overnight delivery
courier. Any notices shall be deemed given upon the earlier of the date when
received at, or the third day after the date when sent by registered or
certified mail or the day after the date when sent by overnight delivery courier
to, the address or fax number set forth below, unless such address or fax number
is changed by notice to the other party hereto:
If to Kirkland's, to:
Kirkland's, Inc.
P.O. Box 7222
Jackson, TN 38303-7222
Attention: Robert Alderson
Fax Number: (731) 664-9345
With a copy to:
Pepper Hamilton LLP
3000 Two Logan Square
Philadelphia, PA 19103
Attention: Robert A. Friedel, Esq.
Fax Number: (215) 981-4750
If to Holdings, Global Private Equity II Limited Partnership,
Advent Direct Investment Program Limited Partnership and
Advent Partners Limited Partnership:
c/o Advent International Corporation
75 State Street
Boston, MA 02109
Attention: David M. Mussafer
Fax Number: (617) 951-0568
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With a copy to:
Pepper Hamilton LLP
3000 Two Logan Square
Philadelphia, PA 19103
Attention: Robert A. Friedel, Esq.
Fax Number: (215) 981-4750
If to Robert Alderson, to:
Kirkland's, Inc.
P.O. Box 7222
Jackson, TN 38303-7222
Attention: Robert Alderson
Fax Number: (731) 664-9345
With a copy to:
Baker, Donelson, Bearman & Caldwell
20th Floor
First Tennessee Building
165 Madison Avenue
Memphis, TN 38103
Attention: Robert Walker, Esq.
Fax Number: (901) 577-2303
If to Robert E. Kirkland or The Robert E. Kirkland Annuity
Trust - 2002, to:
Robert E. Kirkland
760 Sanders Chapel Road
Union City, Tennessee 38261
Fax Number: (731) 885-7850
With a copy to:
Warner Law Firm PLC
308 West Church Street
Union City, Tennessee 38261
Attention: John L. Warner, Jr., Esquire
Fax Number: (731) 885-2440
If to Capital Resource Lenders II, L.P., Allied Capital
Corporation or The Marlborough Capital Investment Fund, L.P.,
to:
Capital Resource Lenders II, L.P.
85 Merrimac Street
Suite 200
Boston, MA 02114
Attention: Alexander S. McGrath
Fax Number: (617) 723-9819
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Allied Capital Corporation
1919 Pennsylvania Ave N.W., 3rd Floor
Washington, DC 20006
Attention: Gay Truscott
Fax Number: (202) 659-2053
The Marlborough Capital Investment Fund, L.P.
9 Newbury Street
Boston, MA 02116
Attention: Margaret Lanoix
Fax Number: (617) 421-9631
With a copy to:
Testa, Hurwitz & Thibeault, LLP
High Street Tower
125 High Street
Boston, MA 02110
Attention: Andrew E. Taylor, Jr., Esquire
Fax Number: (617) 248-7100
If to SSM Venture Partners, L.P., to:
SSM Venture Partners, L.P.
845 Crossover Lane
Suite 140
Memphis, TN 38117
Attention: R. Wilson Orr, III
Fax Number: (901) 767-1135
With a copy to:
Bass Berry & Sims PLC
315 Deaderick Street
AmSouth Center, Suite 2700
Nashville, TN 37238-3001
Attn: Howard H. Lamar III
Fax Number: (615) 742-2709
If to Joseph R. Hyde, III, Johnston C. Adams, Jr. or John H.
Pontius, to:
c/o John H. Pontius
Pittco Management, LLC
6075 Poplar Avenue
Suite 335
Memphis, TN 38119
Fax Number: (901) 683-3147
-8-
If to CT/Kirkland Equity Partners, L.P., to:
CT/Kirkland Equity Partners, L.P.
75 Fifth Avenue
22nd Floor
New York, NY 10017
Attention: John Oswald, Managing Director
Fax Number: (212) 277-1011
With a copy to:
LeBoeuf, Lamb, Greene & MacRae, L.L.P.
125 West 55th Street
New York, NY 10019
Attention: John R. Fallon, Partner
Fax Number: (212) 424-8500
If to R-H Capital Partners, L.P., to:
R-H Capital Partners, L.P.
303 Peachtree Road, 25th Floor
Atlanta, GA 30308
Attention: Ken Millar
Fax Number: (404) 588-7501
With a copy to:
R-H Capital Partners, L.P.
333 Peach Road
Atlanta, GA 30326
Attention: David Prince, Esquire
Fax Number: (404) 926-5229
If to Crescent/Mach I Partners, L.P., to:
c/o TCW Asset Management Company
200 Park Avenue
Suite 2200
New York, NY 10168-0228
Attention: Matthew Miller
Fax Number: (212) 771-4159
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With a copy to:
c/o TCW Asset Management Company
200 Park Avenue
Suite 2200
New York, NY 10168-0228
Attention: Rich Kurth, Esquire
Fax Number: (212) 771-4089
Notice of any change in any such contact information shall
also be given in the manner set forth above. Whenever the giving of notice is
required, the giving of such notice may be waived by the party entitled to
receive such notice.
7. Counterparts. This Agreement may be executed in two
or more counterparts and by facsimile, each of which shall be binding as of the
date first written above, and all of which shall constitute one and the same
instrument. Each such copy shall be deemed an original, and it shall not be
necessary in making proof of this Agreement to produce or account for more than
one such counterpart.
8. Headings. The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.
9. Governing Law. This Agreement shall be governed by
and construes in accordance with the laws of the State of Tennessee.
10. Further Assurances. Each of the Redeemed Shareholders
shall do or cause to be done such further acts and things and deliver or cause
to be delivered such additional assignments, agreements, documents, powers, and
instruments as may reasonably be required to carry into effect the purposes of
this Agreement
11. Severability. In the event that any one or more of
the provisions contained herein, or the application thereof in any circumstance,
is held invalid, illegal or unenforceable, the validity, legality and
enforceability of any such provision in every other respect and of the remaining
provisions contained herein shall not be affected or impaired thereby.
12. Entire Agreement. Other than the POA and Custody
Agreement, this Agreement is intended by the parties as a final expression of
their agreement and intended to be a complete and exclusive statement of the
agreement and matter contained herein. This Agreement supersedes all prior
agreements and understandings between the parties with respect to such subject
matter.
13. Successors and Assigns. This Agreement shall inure to
the benefit of and be binding upon the parties hereto and their respective
heirs, personal representatives, successors and assigns.
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IN WITNESS WHEREOF, this Stock Repurchase Agreement has been
executed as of the date and year first above written.
KIRKLAND'S, INC.
By: /s/ Robert E. Alderson
----------------------------------
Name: Robert E. Alderson
Title: President
KIRKLAND HOLDINGS L.L.C.
By: /s/ David M. Mussafer
----------------------------------
Name: David M. Mussafer
Title: President
SSM VENTURE PARTNERS, L.P.
By: SSM I, L.P., general partner
By: SSM Corporation, general partner
By: /s/ R. Wilson Orr, III
----------------------------------
Name: R. Wilson Orr, III
Title: Vice President
/s/ Joseph R. Hyde, III
-------------------------------------
JOSEPH R. HYDE, III
/s/ Johnston C. Adams, Jr.
-------------------------------------
JOHNSTON C. ADAMS, JR.
/s/ John H. Pontius
-------------------------------------
JOHN H. PONTIUS
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CT/KIRKLAND EQUITY PARTNERS, L.P.
By: /s/ John P. Oswald
----------------------------------
Name: John P. Oswald
Title: Attorney-in-fact
R-H CAPITAL PARTNERS, L.P.
By: RH/Travelers, L.P.,
its general partner
By: RH Capital, Inc.,
its general partner
By: /s/ Kenneth Millar
----------------------------------
Name: Kenneth Millar
Title: Executive Vice President
CAPITAL RESOURCE LENDERS II, L.P., by
CAPITAL RESOURCE PARTNERS II, L.P.,
its General Partner
By: /s/ Alexander S. McGrath
----------------------------------
Name: Alexander S. McGrath
Title: Partner
ALLIED CAPITAL CORPORATION
By: /s/ Gay S. Truscott
----------------------------------
Name: Gay S. Truscott
Title: Senior Vice President
CRESCENT/MACH I PARTNERS, L.P., by
TCW ASSET MANAGEMENT COMPANY,
its investment manager
By: /s/ Richard Kurth
----------------------------------
Name: Richard Kurth
Title: Vice President
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THE MARLBOROUGH CAPITAL
INVESTMENT FUND, L.P., by
MARLBOROUGH CAPITAL
MANAGEMENT, L.P., its general partner
By: /s/ Margaret Lanoix
----------------------------------
Margaret Lanoix, its
authorized partner
GLOBAL PRIVATE EQUITY II LIMITED
PARTNERSHIP
By: Advent International Limited
Partnership, General Partner
By: Advent International Corporation,
General Partner
By: /s/ Janet L. Hennessy
----------------------------------
Name: Janet L. Hennessy
Title: Vice President
ADVENT DIRECT INVESTMENT PROGRAM
LIMITED PARTNERSHIP
By: Advent International Limited
Partnership, General Partner
By: Advent International Corporation,
General Partner
By: /s/ Janet L. Hennessy
----------------------------------
Name: Janet L. Hennessy
Title: Vice President
ADVENT PARTNERS LIMITED PARTNERSHIP
By: Advent International Corporation,
General Partner
By: /s/ Janet L. Hennessy
----------------------------------
Name: Janet L. Hennessy
Title: Vice President
/s/ Robert E. Kirkland
--------------------------------------
ROBERT E. KIRKLAND
THE ROBERT E. KIRKLAND ANNUITY
TRUST - 2002
By: /s/ Robert E. Kirkland
----------------------------------
Robert E. Kirkland, Trustee
/s/ Robert E. Alderson
--------------------------------------
ROBERT ALDERSON
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SCHEDULE 1
STOCK CHART
Class A Class C
Preferred Class B Preferred Class D
Name Stock Preferred Stock Stock Preferred Stock Common Stock(1)
---- ---------- --------------- ---------- --------------- ---------------
Kirkland Holdings, Inc. -- -- -- -- --
SSM Venture Partners, L.P. 312,808*(2) -- -- 1,219(2) --
Joseph R. Hyde, III 146,622*(2) -- -- 590(2) --
Johnston C. Adams, Jr 4,880*(3) -- -- -- --
John H. Pontius -- -- -- -- --
CT/Kirkland Equity Partners, L.P. 390,992* -- -- 1,781 --
R-H Capital Partners, L.P. 146,472* -- -- 571 --
Capital Resource Lenders II, L.P. -- -- -- 1,146 --
Allied Capital Corporation -- -- -- 917 --
Crescent/Mach I Partners, L.P. 48,724* -- -- 190 --
The Marlborough Capital Investment 19,550* -- -- -- --
Fund, L.P.
Global Private Equity II Limited 1,355,238* -- -- 13,510 --
Partnership
Advent Direct Investment Program 528,740* -- -- 2,060 --
Limited Partnership
Advent Partners Limited Partnership 48,724* -- -- 403 --
Robert Kirkland -- 347,745 246,250 1,353 --
The Robert E. Kirkland Annuity -- -- -- -- 10,727(4)
Trust - 2002 pre-split
Robert Alderson -- (5) 54,218 -- --
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* The number of shares of Class A Preferred Stock held by such Member
indirectly through Holdings.
(1) Including common stock issuable upon the exercise of warrants pursuant
to irrevocable exercise notices previously delivered by the Redeemed
Shareholders to Kirkland's.
(2) The maximum amount of all classes of preferred stock to be repurchased
from this shareholder is the amount having a value equal to one-third (1/3) of
the value of all equity securities held by this shareholder, with the value
determined on the basis of the initial public offering price in the IPO.
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(3) The maximum amount of all classes of preferred stock to be repurchased
from this shareholder is the amount having a value equal to one-quarter (1/4) of
the value of all equity securities held by this shareholder, with the value
determined on the basis of the initial public offering price in the IPO.
(4) The 10,727 shares of common stock for The Robert E. Kirkland Annuity
Trust - 2002 is based upon the number of shares of common stock before the split
of Kirkland's common stock which will take place after the date hereof but
before the IPO Closing, and will be adjusted to give effect to the split of
Kirkland's common stock which will take place after the date hereof but before
the IPO Closing.
(5) Class B Preferred Stock having a value (including accrued dividends) of
$10,000.00 will be repurchased from this shareholder.
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