0001104659-07-042740.txt : 20070524 0001104659-07-042740.hdr.sgml : 20070524 20070524160309 ACCESSION NUMBER: 0001104659-07-042740 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 9 FILED AS OF DATE: 20070524 DATE AS OF CHANGE: 20070524 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: THALHEIMER RICHARD CENTRAL INDEX KEY: 0000938130 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: BUSINESS PHONE: 4154456000 MAIL ADDRESS: STREET 1: C/O SHARPER IMAGE CORP STREET 2: 650 DAVIS STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94111 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SHARPER IMAGE CORP CENTRAL INDEX KEY: 0000811696 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-MISCELLANEOUS SHOPPING GOODS STORES [5940] IRS NUMBER: 942493558 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-39304 FILM NUMBER: 07877028 BUSINESS ADDRESS: STREET 1: 350 THE EMBARCADERO STREET 2: 6TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94105 BUSINESS PHONE: 4154456000 MAIL ADDRESS: STREET 1: 350 THE EMBARCADERO STREET 2: 6TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94105 SC 13D/A 1 a07-14927_1sc13da.htm SC 13D/A

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13D

(Rule 13d-102)

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

Sharper Image Corporation

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

820013100

(CUSIP Number)

Richard J. Thalheimer

336 Bon Air Center, #435

Greenbrae, California 94904

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

May 23, 2007

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 820013100

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Richard J. Thalheimer

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) PF

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization United States

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 154,000 shares of Common Stock (includes 90,000 shares of Common Stock issuable upon the exercise of options to purchase shares of Common Stock)

			8.	Shared Voting Power 0 shares of Common Stock

			9.	Sole Dispositive Power 154,000 shares of Common Stock (includes 90,000 shares of Common Stock issuable upon the exercise of options to purchase shares of Common Stock)

			10.	Shared Dispositive Power 0 shares of Common Stock

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 154,000 shares of Common Stock (includes 90,000 shares of Common Stock issuable upon the exercise of options to purchase shares of Common Stock)

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 1.0%

	14.	Type of Reporting Person (See Instructions) IN

This Amendment No. 2 to Schedule 13D (“Amendment No. 2”) amends the Schedule 13D filed with the Securities and Exchange Commission (the “Commission”) on May 19, 2006 (the “Schedule 13D”) by Richard J. Thalheimer, an individual (the “Reporting Person”), relating to shares of common stock, par value $0.01 per share (the “Common Stock”), of Sharper Image Corporation, a Delaware corporation (the “Company”), as amended by Amendment No. 1 to the Schedule 13D filed with the Commission on May 8, 2007. Unless otherwise indicated, all capitalized terms used herein but not defined herein shall have the same meanings as set forth in the Schedule 13D.

Item 4. Purpose of Transaction.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Items 4 and 6 of the Schedule 13D are hereby amended to add the following information:

Pursuant to the terms of a Purchase Agreement, dated May 16, 2007, by and among Richard Thalheimer Revocable Trust established 3/6/89 (of which the Reporting Person is the trustee and the sole beneficiary), on the one hand, and SCSF Equities, LLC, on the other hand, Richard Thalheimer Revocable Trust established 3/6/89 agreed to sell, and SCSF Equities, LLC agreed to purchase, 1,490,000 shares of Common Stock for an aggregate purchase price of $13,782,500.00, or $9.25 per share. This transaction was consummated on May 23, 2007. This Purchase Agreement is attached hereto as Exhibit 1 and is incorporated by reference herein.

Pursuant to the terms of a Purchase Agreement, dated May 16, 2007, by and among Richard Thalheimer Revocable Trust established 3/6/89, Richard Thalheimer 2005 Annuity Trust established 7/29/05 (of which the Reporting Person is the trustee, John Comyns is the special trustee and the Reporting Person is the sole beneficiary), Richard Thalheimer Children’s Trust established 1/16/89 (of which John Comyns is the trustee and the Reporting Person’s children are the beneficiaries), Richard &Elyse Thalheimer Irrevocable Trust established 5/16/95 (of which John Comyns is the trustee and the Reporting Person and his wife are the beneficiaries), Richard Thalheimer 1997 Annuity Trust established 1/28/97 (of which the Reporting Person is the trustee, John Comyns is the special trustee and the Reporting Person is the sole beneficiary), Richard Thalheimer 1997 Grantor Annuity Trust dated 12/17/97 (of which the Reporting Person is the trustee, John Comyns is the special trustee and the Reporting Person is the sole beneficiary), and Richard Thalheimer Irrevocable Trust established 5/24/99 (of which John Comyns is the trustee and the Reporting Person is the sole beneficiary), on the one hand, and Starboard Value and Opportunity Master Fund Ltd. and Parche, LLC, on the other hand, (i) Richard Thalheimer Revocable Trust established 3/6/89 agreed to sell, and Starboard Value and Opportunity Master Fund Ltd. agreed to purchase, 399,960 shares of Common Stock; (ii) Richard Thalheimer 2005 Annuity Trust established 7/29/05 agreed to sell, and Starboard Value and Opportunity Master Fund Ltd. agreed to purchase, 100,002 shares of Common Stock; (iii) Richard Thalheimer Children’s Trust established 1/16/89 agreed to sell, and Starboard Value and Opportunity Master Fund Ltd. agreed to purchase, 67,500 shares of Common Stock; (iv) Richard &Elyse Thalheimer Irrevocable Trust established 5/16/95 agreed to sell, and Starboard Value and Opportunity Master Fund Ltd. agreed to purchase, 119,203 shares of Common Stock; (v)

Richard &Elyse Thalheimer Irrevocable Trust established 5/16/95 agreed to sell, and Parche, LLC agreed to purchase, 12,766 shares of Common Stock; (vi) Richard Thalheimer 1997 Annuity Trust established 1/28/97 agreed to sell, and Parche, LLC agreed to purchase, 33,673 shares of Common Stock; (vii) Richard Thalheimer 1997 Grantor Annuity Trust dated 12/17/97 agreed to sell, and Parche, LLC agreed to purchase, 58,722 shares of Common Stock; and (viii) Richard Thalheimer Irrevocable Trust established 5/24/99 agreed to sell, and Parche, LLC agreed to purchase, 25,632 shares of Common Stock, for an aggregate purchase price of $7,561,486.50, or $9.25 per share. These transactions were consummated on May 23, 2007. This Purchase Agreement is attached hereto as Exhibit 2 and is incorporated by reference herein.

Pursuant to the terms of a Purchase Agreement, dated May 16, 2007, by and among Richard Thalheimer 1997 Annuity Trust established 1/28/97, on the one hand, and SAL Investments LLC, on the other hand, Richard Thalheimer 1997 Annuity Trust established 1/28/97 agreed to sell, and SAL Investments LLC agreed to purchase, 150,000 shares of Common Stock for an aggregate purchase price of $1,387,500.00, or $9.25 per share. This transaction was consummated on May 23, 2007. This Purchase Agreement is attached hereto as Exhibit 3 and is incorporated by reference herein.

Pursuant to the terms of a Purchase Agreement, dated May 16, 2007, by and among Richard Thalheimer 1997 Grantor Annuity Trust dated 12/17/97, on the one hand, and Jerry W. Levin IRA Rollover Trust, on the other hand, Richard Thalheimer 1997 Grantor Annuity Trust dated 12/17/97 agreed to sell, and Jerry W. Levin IRA Rollover Trust agreed to purchase, 150,000 shares of Common Stock for an aggregate purchase price of $1,387,500.00, or $9.25 per share. This transaction was consummated on May 23, 2007. This Purchase Agreement is attached hereto as Exhibit 4 and is incorporated by reference herein.

Pursuant to the terms of a Purchase Agreement, dated May 16, 2007, by and among Richard Thalheimer 1997 Grantor Annuity Trust dated 12/17/97, on the one hand, and Steven R. Isko, on the other hand, Richard Thalheimer 1997 Grantor Annuity Trust dated 12/17/97 agreed to sell, and Steven R. Isko agreed to purchase, 30,000 shares of Common Stock for an aggregate purchase price of $277,500.00, or $9.25 per share. This transaction was consummated on May 23, 2007. This Purchase Agreement is attached hereto as Exhibit 5 and is incorporated by reference herein.

Pursuant to the terms of a Purchase Agreement, dated May 16, 2007, by and among Richard Thalheimer 1997 Grantor Annuity Trust dated 12/17/97, on the one hand, and Michael A. Popson, on the other hand, Richard Thalheimer 1997 Grantor Annuity Trust dated 12/17/97 agreed to sell, and Michael A. Popson agreed to purchase, 30,000 shares of Common Stock for an aggregate purchase price of $277,500.00, or $9.25 per share. This transaction was consummated on May 23, 2007. This Purchase Agreement is attached hereto as Exhibit 6 and is incorporated by reference herein.

Pursuant to the terms of a Purchase Agreement, dated May 16, 2007, by and among Richard Thalheimer Irrevocable Trust established 5/24/99, on the one hand, and Knightspoint Partners II LP, on the other hand, Richard Thalheimer Irrevocable Trust established 5/24/99 agreed to sell, and Knightspoint Partners II LP agreed to purchase, 25,000 shares of Common

Stock for an aggregate purchase price of $231,250.00, or $9.25 per share. This transaction was consummated on May 23, 2007. This Purchase Agreement is attached hereto as Exhibit 7 and is incorporated by reference herein.

In connection with the aforementioned Purchase Agreements, the Reporting Person entered into an Agreement, dated as of May 16, 2007, by and among the Company and the Reporting Person, pursuant to which the Reporting Person agreed to cancel options to purchase an aggregate of 135,000 shares of Common Stock, effective as of the consummation of the transactions contemplated by the Purchase Agreements referred to in each of the preceding eight paragraphs. This Agreement is attached hereto as Exhibit 8 and is incorporated by reference herein.

Except as set forth above, the Reporting Person has no present plans or intentions that would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

Item 5. Interest in Securities of the Issuer.

Item 5 of the Schedule 13D is hereby amended, in relevant part, to add the following information:

(a), (b). As of the close of business on May 23, 2007, the Reporting Person beneficially owned 154,000 shares of Common Stock (including 90,000 shares of Common Stock issuable upon the exercise of options to purchase shares of Common Stock), which represent approximately 1.0% of the Common Stock outstanding (assuming the exercise of all of the options to purchase shares of Common Stock held by the Reporting Person).

The 154,000 shares of Common Stock reported in this Amendment No. 2 include (i) 64,000 shares of Common Stock held by Richard Thalheimer Revocable Trust established 3/6/89, of which the Reporting Person is the trustee and the sole beneficiary; and (ii) 90,000 shares of Common Stock issuable upon the exercise of options to purchase shares of Common Stock held by the Reporting Person.

The Reporting Person has the sole power to vote or direct the vote of, and the sole power to dispose or direct the disposition of, all 154,000 shares of Common Stock reported in this Amendment No. 2. The Reporting Person does not have the power to vote or direct the vote or dispose or direct the disposition of any of the 90,000 shares of Common Stock that he would own upon the exercise of options to purchase shares of Common Stock prior to his receipt of such shares of Common Stock upon exercise of such options.

(c). Except as set forth herein, the Reporting Person has not effected any transaction in the Common Stock since May 8, 2007, which was the date of the Reporting Person’s most recent filing on Schedule 13D.

(d). Not applicable.

(e). On May 23, 2007, the Reporting Person ceased to be the beneficial owner of more than five percent of the Common Stock.

Item 7. Material to be Filed as Exhibits.

Exhibit 1	Purchase Agreement, dated May 16, 2007, by and among Richard Thalheimer Revocable Trust established 3/6/89 and SCSF Equities, LLC.

Exhibit 2	Purchase Agreement, dated May 16, 2007, by and among Richard Thalheimer Revocable Trust established 3/6/89, Richard Thalheimer 2005 Annuity Trust established 7/29/05, Richard Thalheimer Children’s Trust established 1/16/89, Richard &Elyse Thalheimer Irrevocable Trust established 5/16/95, Richard Thalheimer 1997 Annuity Trust established 1/28/97, Richard Thalheimer 1997 Grantor Annuity Trust dated 12/17/97, and Richard Thalheimer Irrevocable Trust established 5/24/99 and Starboard Value and Opportunity Master Fund Ltd. and Parche, LLC.

Exhibit 3	Purchase Agreement, dated May 16, 2007, by and among Richard Thalheimer 1997 Annuity Trust established 1/28/97 and SAL Investments LLC.

Exhibit 4	Purchase Agreement, dated May 16, 2007, by and among Richard Thalheimer 1997 Grantor Annuity Trust dated 12/17/97 and Jerry W. Levin IRA Rollover Trust.

Exhibit 5	Purchase Agreement, dated May 16, 2007, by and among Richard Thalheimer 1997 Grantor Annuity Trust dated 12/17/97 and Steven R. Isko.

Exhibit 6	Purchase Agreement, dated May 16, 2007, by and among Richard Thalheimer 1997 Grantor Annuity Trust dated 12/17/97 and Michael A. Popson.

Exhibit 7	Purchase Agreement, dated May 16, 2007, by and among Richard Thalheimer Irrevocable Trust established 5/24/99 and Knightspoint Partners II LP.

Exhibit 8	Agreement, dated as of May 16, 2007, by and among Sharper Image Corporation, a Delaware corporation, and Richard J. Thalheimer.

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: May 23, 2007

	RICHARD J. THALHEIMER

	By:	/s/ Richard J. Thalheimer

EX-99.1 2 a07-14927_1ex99d1.htm EX-99.1

Exhibit 1

PURCHASE AGREEMENT

THIS PURCHASE AGREEMENT (this “Agreement”) is made and entered into this 16th day of May, 2007, by and among Richard Thalheimer Revocable Trust established 3/6/89 (the “Seller”), and SCSF Equities, LLC (the “Purchaser”).

WITNESSETH:

WHEREAS, upon the terms and subject to the conditions of this Agreement, the Purchaser desires to purchase, and the Seller desires to transfer and sell, at the Closing, the number of shares of common stock, par value $0.01 per share (the “Common Stock”), of Sharper Image Corporation, a Delaware corporation (the “Company”), set forth opposite the Seller’s name on Exhibit A hereto (collectively, the “Shares”), for a purchase price of $9.25 per share, for an aggregate consideration of $13,782,500.00 (the “Purchase Price”).

NOW, THEREFORE, for and in consideration of the foregoing and the respective representations, warranties, covenants, agreements and conditions set forth herein, the parties agree as follows:

ARTICLE I
PURCHASE AND SALE OF SHARES

Section 1.1 Purchase of the Shares. At the Closing and on the terms and subject to the conditions set forth in this Agreement, the Seller shall transfer and sell to the Purchaser the Shares in consideration of the Purchase Price, and the Purchaser shall purchase such Shares. The Purchaser shall make payment for such Shares by wire transfer of immediately available funds to bank accounts designated by the Seller at least 24 hours prior to the Closing.

ARTICLE II
CLOSING

Section 2.1 Closing. The transfer, purchase and sale of the Shares shall take place on the date hereof, but subject to all of the conditions set forth in Article III having been satisfied or waived, or such other time and date as the Seller and the Purchaser shall mutually agree either orally or in writing (which time and date are designated as the “Closing” and the “Closing Date”).

Section 2.2 Deliveries at the Closing. At the Closing, the Seller shall deliver to the Purchaser (a) Shares registered in the name of the Purchaser in certificated or book entry form as specified by the Purchaser to the Seller in writing, (b) an instruction letter from the Seller to the transfer agent for the Common Stock directing that the certificates for the Shares be issued in the name of the Purchaser as specified by the Purchaser and (c) such other items reasonably requested by the Purchaser.

ARTICLE III
CONDITIONS TO CLOSING

Section 3.1 Conditions to the Purchaser’s Obligations. The obligations of the Purchaser to consummate the transactions contemplated by this Agreement are subject to the satisfaction at or prior to the Closing (and shall remain satisfied at and as of the Closing) of the following additional conditions, any of which may be waived by the Purchaser in its sole discretion, in whole or in part:

(a) Each of the representations and warranties of the Seller set forth in Article IV shall be true and correct in all material respects as of the Closing Date.

(b) There shall not be any law in effect which would render the parties unable to consummate or perform the transactions contemplated hereby or make such transactions illegal or prohibit, restrict or delay such consummation or performance; and there shall not be in effect any injunction or other order issued by a court of competent jurisdiction restraining or prohibiting the consummation or performance of the transactions contemplated hereby.

Section 3.2 Conditions to the Seller’s Obligations. The obligations of the Seller to consummate the transactions contemplated by this Agreement are subject to the satisfaction at or prior to the Closing (and shall remain satisfied at and as of the Closing) of the following additional conditions, any of which may be waived by the Seller in its sole discretion, in whole or in part:

(a) Each of the representations and warranties of the Purchaser set forth in Article V shall be true and correct in all material respects as of the Closing Date.

(b) There shall not be any law in effect which would render the parties unable to consummate or perform the transactions contemplated hereby or make such transactions illegal or prohibit, restrict or delay such consummation or performance; and there shall not be in effect any injunction or other order issued by a court of competent jurisdiction restraining or prohibiting the consummation or performance of the transactions contemplated hereby.

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE SELLER

The Seller represents and warrants to the Purchaser that:

Section 4.1 Organization; Good Standing; Qualification. The Seller, if it is an entity, is duly formed, validly existing and in good standing under the laws of its jurisdiction of organization and is qualified or registered to do business in each jurisdiction in which the nature of its business or operations requires such qualification or registration.

Section 4.2 Authorization; Capacity. The Seller, if it is an entity, has full power to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby. Such Seller, if it is a natural person,

has the legal capacity to execute and deliver this Agreement, to perform his or her obligations hereunder, and to consummate the transactions contemplated hereby. If such Seller is an entity, the execution, delivery and performance by such Seller of this Agreement and such Seller’s consummation of the transactions contemplated hereby, have been duly authorized by all requisite action of or on the part of the Seller, and no other proceedings or actions on the part of the Seller are necessary to authorize this Agreement.

Section 4.3 Due Execution and Validity. This Agreement has been duly and validly executed by the Seller and delivered to the Purchaser, and constitutes the legal, valid and binding agreement of the Seller, enforceable against the Seller in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws affecting creditors’ rights generally.

Section 4.4 Title to the Shares. The Seller has good and valid title to, is the holder of record of and owns beneficially the Shares set forth opposite his, her or its name on Exhibit A hereto, free and clear of any and all liens and, upon delivery by the Seller to the Purchaser of the Shares in accordance with this Agreement, good and valid title to the Shares will pass to the Purchaser. The Shares have been validly issued, are fully paid and non-assessable, and are not subject to any options, agreements or restrictions with respect to transferability arising from any agreement entered into by the Seller or its affiliates.

Section 4.5 No Conflicts. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby do not and will not violate any organizational document of the Seller to the extent such Seller is an entity.

Section 4.6 Ownership in the Company. Upon the consummation of the transactions contemplated hereby, and the concurrent sale by the Seller or its affiliates to other purchasers of Common Stock, other than 64,000 shares of Common Stock and options to purchase an additional 90,000 shares of Common Stock, the Seller and its affiliates do not own, beneficially or otherwise, directly or indirectly, any securities of the Company or any derivative security relating to the Common Stock.

Section 4.7 Approvals and Consents. No action, approval, consent or authorization, including, but not limited to, any action, approval, consent or authorization by any governmental or quasi-governmental agency, commission, board, bureau, or instrumentality is necessary or required as to the Seller in order to constitute this Agreement as a valid, binding and enforceable obligation of the Seller in accordance with its terms.

Section 4.8 Information. The Seller acknowledges that it is familiar with the business, financial condition and affairs of the Company and is therefore able to determine fair value for the sale of the Shares and it is not relying on any information provided by the Purchaser and that no Purchaser has made any representations or warranties about the Company to the Seller.

ARTICLE V
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

The Purchaser hereby represents and warrants to the Seller that:

Section 5.1 Organization; Good Standing; Qualification. The Purchaser, if it is an entity, is duly formed, validly existing and in good standing under the laws of its jurisdiction of organization and is qualified or registered to do business in each jurisdiction in which the nature of its business or operations requires such qualification or registration.

Section 5.2 Authorization. The Purchaser, if it is an entity, has full power to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby. The Purchaser, if it is a natural person, has the legal capacity to execute and deliver this Agreement, to perform his or her obligations hereunder, and to consummate the transactions contemplated hereby. If the Purchaser is an entity, the execution, delivery and performance by the Purchaser of this Agreement and the Purchaser’s consummation of the transactions contemplated hereby, have been duly authorized by all requisite action of or on the part of the Purchaser, and no other proceedings or actions on the part of the Purchaser is are necessary to authorize this Agreement.

Section 5.3 Due Execution and Validity. This Agreement has been duly and validly executed by the Purchaser and delivered to the Seller, and constitutes the legal, valid and binding agreement of the Purchaser, enforceable against the Purchaser in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws affecting creditors’ rights generally.

Section 5.4 No Conflicts. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby do not and will not violate any organizational document of the Purchaser to the extent the Purchaser is an entity.

Section 5.5 Purchase Entirely for Own Account. The Shares to be purchased by the Purchaser will be acquired for investment for the Purchaser’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement, the Purchaser further represents that the Purchaser does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any of the Shares.

Section 5.6 Information. The Purchaser acknowledges that it has received and reviewed information about the Company and has had an opportunity to discuss the Company’s business, management and financial affairs with its management and to review the Company’s facilities, is familiar with the business, financial condition and affairs of the Company and is therefore able to determine fair value for the sale of the Shares. The Purchaser believes it has received all the information it has requested and such information it considers necessary or appropriate for deciding whether to purchase the Shares. The

Purchaser acknowledges that (a) Richard Thalheimer has not served as a member of the Company’s board of directors since December 30, 2006 and (b) it is not relying on any information provided by the Seller and that the Seller has not made any representations or warranties about the Company to the Purchaser.

Section 5.7 Reliance Upon Purchaser’s Representations. The Purchaser understands that the Shares are not registered under the Securities Act of 1933, as amended (the “Securities Act”), on the ground that the sale of the Shares provided for in this Agreement is exempt from registration under the Securities Act.

Section 5.8 Accredited Investor. The Purchaser is an “Accredited Investor,” as such term is defined in Rule 501(a) under the Securities Act (without reliance on Rule 501(a)(4) thereof).

Section 5.9 Restricted Securities. The Purchaser understands that the Shares may not be sold, transferred or otherwise disposed of without registration under the Securities Act or an exemption therefrom, and that in the absence of either an effective registration statement covering such Shares or an available exemption from registration under the Securities Act, the Shares must be held for so long as is required by the Securities Act. To the extent applicable, the Purchaser understands and agrees that the certificate or any other document evidencing any of the Shares shall be endorsed with a legend in substantially the same form as set forth below:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”) UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), IN RELIANCE UPON ONE OR MORE EXEMPTIONS FROM REGISTRATION OR QUALIFICATION AFFORDED BY THE SECURITIES ACT AND/OR RULES PROMULGATED BY THE COMMISSION PURSUANT THERETO. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE ALSO NOT BEEN REGISTERED OR QUALIFIED (AS THE CASE MAY BE) UNDER THE SECURITIES LAWS OF ANY STATE OR TERRITORY OF THE UNITED STATES (THE “BLUE SKY LAWS”), IN RELIANCE UPON ONE OR MORE EXEMPTIONS FROM REGISTRATION OR QUALIFICATION (AS THE CASE MAY BE) AFFORDED UNDER SUCH SECURITIES LAWS. NEITHER THE COMMISSION NOR ANY SECURITIES REGULATORY AGENCY OF ANY STATE OR TERRITORY OF THE UNITED STATES HAS REVIEWED OR PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING CONTEMPLATED BY THIS CERTIFICATE, AND ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THESE SECURITIES HAVE BEEN ACQUIRED FOR THE HOLDER’S OWN ACCOUNT FOR INVESTMENT PURPOSES

ONLY AND NOT WITH A VIEW FOR RESALE OR DISTRIBUTION.

ARTICLE VI
ADDITIONAL AGREEMENTS

Section 6.1 Information. The Purchaser and the Seller (a) acknowledges that he, she or it has been informed that the other party or his, her or its agents may currently possess, and later may come into possession of, material non-public information not known to him, her or it and that may be material to a decision to purchase or sell the Shares, as the case may be, and the Purchaser has determined to purchase the Shares and the Seller has determined to sell the Shares notwithstanding the other party’s knowledge of such information; (b) agrees that he, she or it shall not have any liability whatsoever to the other party with respect to the nondisclosure of such information in connection with the purchase by the Purchaser and the sale by the Seller of the Shares; (c) irrevocably waives and releases all claims which he, she or it might otherwise have with respect to the nondisclosure of such information in connection with the purchase by the Purchaser and the sale by the Seller of the Shares, whether before or after the date hereof.

Section 6.2 Further Assurances; Cooperation. Subject to the terms and conditions of this Agreement, each of the parties hereto shall use its respective commercially reasonable efforts to take, or cause to be taken, all action, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws to consummate and make effective the transfer, purchase and sale of the Shares pursuant to this Agreement, including using commercially reasonable efforts to ensure satisfaction of the conditions precedent to each party’s obligations hereunder.

ARTICLE VII

INDEMNIFICATION

Section 7.1 Indemnification of the Purchaser by the Seller. The Seller shall indemnify and hold harmless the Purchaser (and its officers, employees, partners, agents, affiliates and controlling parties) from and against any and all losses, liabilities, damages, demands, claims, suits, actions, judgments or causes of action, assessments, costs and expenses, including without limitation interest, penalties, reasonable attorneys’ fees, any and all reasonable expenses incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation, asserted against, resulting to, imposed upon, or incurred or suffered by the Purchaser, directly or indirectly, as a result of or arising from any inaccuracy in or breach or nonfulfillment of or any alleged inaccuracy in or breach or nonfulfillment of any of the representations, warranties, covenants or agreements made by the Seller in this Agreement, whether or not arising out of a third-party claim.

Section 7.2 Indemnification of the Seller by the Purchaser. The Purchaser shall indemnify and hold harmless the Seller (and its officers, employees, partners, agents, affiliates and controlling parties) from and against any and all losses, liabilities, damages,

demands, claims, suits, actions, judgments or causes of action, assessments, costs and expenses, including without limitation interest, penalties, reasonable attorneys’ fees, any and all reasonable expenses incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation, asserted against, resulting to, imposed upon, or incurred or suffered by the Seller, directly or indirectly, as a result of or arising from any inaccuracy in or breach or nonfulfillment of or any alleged inaccuracy in or breach or nonfulfillment of any of the representations, warranties, covenants or agreements made by the Purchaser in this Agreement, whether or not arising out of a third-party claim.

ARTICLE VIII
SURVIVAL OF REPRESENTATIONS AND WARRANTIES

Section 8.1 Survival of Representations and Warranties. The representations and warranties made by the Seller contained in Article IV of this Agreement and the representations and warranties made by the Purchaser contained in Article V of this Agreement shall survive the Closing.

ARTICLE IX
MISCELLANEOUS

Section 9.1 Entire Agreement. This Agreement, together with any other writings referred to herein or delivered pursuant hereto, constitutes the entire agreement among the parties hereto and their respective affiliates with respect to the subject matter hereof and supersedes all prior contracts, agreements and understandings, whether written or oral, among the parties hereto and their respective affiliates with respect to the subject matter hereof.

Section 9.2 Binding Effect; Assignment; No Third-Party Benefit. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors, permitted assigns and legal representatives. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person other than the parties hereto and their respective permitted successors, permitted assigns or legal representatives any legal or equitable right, remedy or claim under, in or in respect of this Agreement or any provision herein contained. Except as otherwise expressly provided in this Agreement, neither this Agreement nor any of the rights, interests, or obligations hereunder shall be assigned by the Purchaser or the Seller to any person, without the prior written consent of the other party; provided, that the Purchaser shall have the right to assign its rights, interests and obligations hereunder to its affiliates without the consent of the Seller.

force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance from this Agreement; provided that if any such provision may be made enforceable by limitation thereof, then such provision shall be deemed to be so limited and shall be enforceable to the maximum extent permitted by applicable law. Furthermore, in lieu of (and to the extent of) each such illegal, invalid or unenforceable provision, there shall be added automatically as a part of this Agreement a provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible and be legal, valid and enforceable.

Section 9.4 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF.

Section 9.5 Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

Section 9.6 Amendment. This Agreement may be amended at any time, provided that any such amendment is in writing and is approved by the Seller and the Purchaser.

Section 9.7 Counterparts. This Agreement may be executed in any number of counterparts (including facsimile counterparts), all of which together shall constitute a single instrument. It shall not be necessary that any counterpart be signed by each of the parties hereto so long as each counterpart shall be signed and delivered by one or more of the of the parties hereto and so long as the other parties hereto shall sign and deliver at least one counterpart.

Section 9.8 Preparation of Agreement. Each party to this Agreement acknowledges that: (i) the party had the advice of, or sufficient opportunity to obtain the advice of, legal counsel separate and independent of legal counsel for any other party hereto; (ii) the terms of the transactions contemplated by this Agreement are fair and reasonable to such party; and (iii) such party has voluntarily entered into the transactions contemplated by this Agreement without duress or coercion. Each party further acknowledges that such party was not represented by the legal counsel of any other party hereto in connection with the transactions contemplated by this Agreement, nor was he or it under any belief or understanding that such legal counsel was representing his or its interests. Each party agrees that no conflict, omission or ambiguity in this Agreement, or the interpretation thereof, shall be presumed, implied or otherwise construed against any other party to this Agreement on the basis that such party was responsible for drafting this Agreement.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

	SELLER:

	RICHARD THALHEIMER REVOCABLE TRUST ESTABLISHED 3/6/89

	By:	/s/ Richard Thalheimer
		Name: Richard Thalheimer
		Title: Trustee

	SCSF EQUITIES, LLC

	By:	/s/ Jason Bernzweig
		Name: Jason Bernzweig
		Title: Vice President

Exhibit A

Purchaser		Seller		Shares to be Purchased/Sold
SCSF Equities, LLC		Richard Thalheimer Revocable Trust established 3/6/89		1,490,000

EX-99.2 3 a07-14927_1ex99d2.htm EX-99.2

Exhibit 2

PURCHASE AGREEMENT

THIS PURCHASE AGREEMENT (this “Agreement”) is made and entered into this 16th day of May, 2007, by and among Richard Thalheimer Revocable Trust established 3/6/89, Richard Thalheimer 2005 Annuity Trust established 7/29/05, Richard Thalheimer Children’s Trust established 1/16/89, Richard &Elyse Thalheimer Irrevocable Trust established 5/16/95, Richard Thalheimer 1997 Annuity Trust established 1/28/97, Richard Thalheimer 1997 Grantor Annuity Trust dated 12/17/97, and Richard Thalheimer Irrevocable Trust established 5/24/99 (each, a “Seller” and, collectively, the “Sellers”), and Starboard Value and Opportunity Master Fund Ltd. and Parche, LLC (each, a “Purchaser” and collectively, the “Purchasers”).

WITNESSETH:

WHEREAS, upon the terms and subject to the conditions of this Agreement, the Purchasers desire to purchase, and each Seller desires to transfer and sell, at the Closing, the number of shares of common stock, par value $0.01 per share (the “Common Stock”), of Sharper Image Corporation, a Delaware corporation (the “Company”), set forth opposite each Seller’s name on Exhibit A hereto (collectively, the “Shares”), for a purchase price of $9.25 per share, for an aggregate consideration of $7,561,486.50 (the “Purchase Price”).

NOW, THEREFORE, for and in consideration of the foregoing and the respective representations, warranties, covenants, agreements and conditions set forth herein, the parties agree as follows:

ARTICLE I
PURCHASE AND SALE OF SHARES

Section 1.1 Purchase of the Shares. At the Closing and on the terms and subject to the conditions set forth in this Agreement, the Sellers shall transfer and sell to the Purchasers the Shares in consideration of the Purchase Price, and the Purchasers shall purchase such Shares. The Purchasers shall make payment for such Shares by wire transfer of immediately available funds to bank accounts designated by the Sellers at least 24 hours prior to the Closing.

ARTICLE II
CLOSING

Section 1.2 Closing. The transfer, purchase and sale of the Shares shall take place on the date hereof, but subject to all of the conditions set forth in Article III having been satisfied or waived, or such other time and date as the Sellers and the Purchasers shall mutually agree either orally or in writing (which time and date are designated as the “Closing” and the “Closing Date”).

Section 2.2 Deliveries at the Closing. At the Closing, the Sellers shall deliver to the Purchasers (a) Shares registered in the name of the Purchasers in certificated or book entry

form as specified by the Purchasers to the Sellers in writing, (b) an instruction letter from the Sellers to the transfer agent for the Common Stock directing that the certificates for the Shares be issued in the name of the Purchasers as specified by the Purchasers and (c) such other items reasonably requested by the Purchaser.

ARTICLE III
CONDITIONS TO CLOSING

Section 3.1 Conditions to the Purchasers’ Obligations. The obligations of the Purchasers to consummate the transactions contemplated by this Agreement are subject to the satisfaction at or prior to the Closing (and shall remain satisfied at and as of the Closing) of the following additional conditions, any of which may be waived by the Purchasers in their sole discretion, in whole or in part:

(a) Each of the representations and warranties of the Sellers set forth in Article IV shall be true and correct in all material respects as of the Closing Date.

(b) There shall not be any law in effect which would render the parties unable to consummate or perform the transactions contemplated hereby or make such transactions illegal or prohibit, restrict or delay such consummation or performance; and there shall not be in effect any injunction or other order issued by a court of competent jurisdiction restraining or prohibiting the consummation or performance of the transactions contemplated hereby.

Section 3.2 Conditions to the Sellers’ Obligations. The obligations of the Sellers to consummate the transactions contemplated by this Agreement are subject to the satisfaction at or prior to the Closing (and shall remain satisfied at and as of the Closing) of the following additional conditions, any of which may be waived by the Sellers in their sole discretion, in whole or in part:

(a) Each of the representations and warranties of the Purchasers set forth in Article V shall be true and correct in all material respects as of the Closing Date.

(b) There shall not be any law in effect which would render the parties unable to consummate or perform the transactions contemplated hereby or make such transactions illegal or prohibit, restrict or delay such consummation or performance; and there shall not be in effect any injunction or other order issued by a court of competent jurisdiction restraining or prohibiting the consummation or performance of the transactions contemplated hereby.

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE SELLERS

Each Seller represents and warrants to the Purchasers that:

Section 4.1 Organization; Good Standing; Qualification. Such Seller, if it is an entity, is duly formed, validly existing and in good standing under the laws of its

jurisdiction of organization and is qualified or registered to do business in each jurisdiction in which the nature of its business or operations requires such qualification or registration.

Section 4.2 Authorization; Capacity. Such Seller, if it is an entity, has full power to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby. Such Seller, if it is a natural person, has the legal capacity to execute and deliver this Agreement, to perform his or her obligations hereunder, and to consummate the transactions contemplated hereby. If such Seller is an entity, the execution, delivery and performance by such Seller of this Agreement and such Seller’s consummation of the transactions contemplated hereby, have been duly authorized by all requisite action of or on the part of such Seller, and no other proceedings or actions on the part of such Seller are necessary to authorize this Agreement.

Section 4.3 Due Execution and Validity. This Agreement has been duly and validly executed by such Seller and delivered to the Purchasers, and constitutes the legal, valid and binding agreement of such Seller, enforceable against such Seller in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws affecting creditors’ rights generally.

Section 4.4 Title to the Shares. Such Seller has good and valid title to, is the holder of record of and owns beneficially the Shares set forth opposite his, her or its name on Exhibit A hereto, free and clear of any and all liens and, upon delivery by such Seller to the Purchasers of the Shares in accordance with this Agreement, good and valid title to the Shares will pass to the Purchasers. The Shares have been validly issued, are fully paid and non-assessable, and are not subject to any options, agreements or restrictions with respect to transferability arising from any agreement entered into by such Seller or its affiliates.

Section 4.6 Ownership in the Company. Upon the consummation of the transactions contemplated hereby, and the concurrent sale by the Sellers or their respective affiliates to other purchasers of Common Stock, other than 64,000 shares of Common Stock and options to purchase an additional 90,000 shares of Common Stock, the Sellers and their respective affiliates do not own, beneficially or otherwise, directly or indirectly, any securities of the Company or any derivative security relating to the Common Stock.

Section 4.7 Approvals and Consents. No action, approval, consent or authorization, including, but not limited to, any action, approval, consent or authorization by any governmental or quasi-governmental agency, commission, board, bureau, or instrumentality is necessary or required as to such Seller in order to constitute this Agreement as a valid, binding and enforceable obligation of such Seller in accordance with its terms.

Section 4.8 Information. Each Seller acknowledges that it is familiar with the business, financial condition and affairs of the Company and is therefore able to determine

fair value for the sale of the Shares and it is not relying on any information provided by the Purchasers and that no Purchaser has made any representations or warranties about the Company to such Seller.

ARTICLE V
REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS

The Purchasers hereby represents and warrants to each Seller that:

Section 5.1 Organization; Good Standing; Qualification. Such Purchaser, if it is an entity, is duly formed, validly existing and in good standing under the laws of its jurisdiction of organization and is qualified or registered to do business in each jurisdiction in which the nature of its business or operations requires such qualification or registration.

Section 5.2 Authorization. Such Purchaser, if it is an entity, has full power to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby. The Purchaser, if it is a natural person, has the legal capacity to execute and deliver this Agreement, to perform his or her obligations hereunder, and to consummate the transactions contemplated hereby. If the Purchaser is an entity, the execution, delivery and performance by such Purchaser of this Agreement and such Purchaser’s consummation of the transactions contemplated hereby, have been duly authorized by all requisite action of or on the part of such Purchaser, and no other proceedings or actions on the part of such Purchaser are necessary to authorize this Agreement.

Section 5.3 Due Execution and Validity. This Agreement has been duly and validly executed by such Purchaser and delivered to each Seller, and constitutes the legal, valid and binding agreement of such Purchaser, enforceable against such Purchaser in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws affecting creditors’ rights generally.

Section 5.4 No Conflicts. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby do not and will not violate any organizational document of such Purchaser to the extent the Purchaser is an entity.

Section 5.5 Purchase Entirely for Own Account. The Shares to be purchased by each Purchaser will be acquired for investment for such Purchaser’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and such Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement, each Purchaser further represents that such Purchaser does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any of the Shares.

Section 5.6 Information. Each Purchaser acknowledges that it has received and reviewed information about the Company and has had an opportunity to discuss the Company’s business, management and financial affairs with its management and to review

the Company’s facilities, is familiar with the business, financial condition and affairs of the Company and is therefore able to determine fair value for the sale of the Shares. Each Purchaser believes it has received all the information it has requested and such information it considers necessary or appropriate for deciding whether to purchase the Shares. Each Purchaser acknowledges that (a) Richard Thalheimer has not served as a member of the Company’s board of directors since December 30, 2006 and (b) it is not relying on any information provided by any Seller and that no Seller has made any representations or warranties about the Company to such Purchaser.

Section 5.7 Reliance Upon Purchasers’ Representations. Each Purchaser understands that the Shares are not registered under the Securities Act of 1933, as amended (the “Securities Act”), on the ground that the sale of the Shares provided for in this Agreement is exempt from registration under the Securities Act.

Section 5.8 Accredited Investor. Each Purchaser is an “Accredited Investor,” as such term is defined in Rule 501(a) under the Securities Act (without reliance on Rule 501(a)(4) thereof).

Section 5.9 Restricted Securities. Each Purchaser understands that the Shares may not be sold, transferred or otherwise disposed of without registration under the Securities Act or an exemption therefrom, and that in the absence of either an effective registration statement covering such Shares or an available exemption from registration under the Securities Act, the Shares must be held for so long as is required by the Securities Act. To the extent applicable, each Purchaser understands and agrees that the certificate or any other document evidencing any of the Shares shall be endorsed with a legend in substantially the same form as set forth below:

CONTEMPLATED BY THIS CERTIFICATE, AND ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THESE SECURITIES HAVE BEEN ACQUIRED FOR THE HOLDER’S OWN ACCOUNT FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW FOR RESALE OR DISTRIBUTION.

ARTICLE VI
ADDITIONAL AGREEMENTS

Section 6.1 Information. Each Purchaser and each Seller (a) acknowledges that he, she or it has been informed that the other party or his, her or its agents may currently possess, and later may come into possession of, material non-public information not known to him, her or it and that may be material to a decision to purchase or sell the Shares, as the case may be, and each Purchaser has determined to purchase the Shares and each Seller has determined to sell the Shares notwithstanding the other party’s knowledge of such information; (b) agrees that he, she or it shall not have any liability whatsoever to the other party with respect to the nondisclosure of such information in connection with the purchase by each Purchaser and the sale by each Seller of the Shares; (c) irrevocably waives and releases all claims which he, she or it might otherwise have with respect to the nondisclosure of such information in connection with the purchase by each Purchaser and the sale by such Seller of the Shares, whether before or after the date hereof.

ARTICLE VII

INDEMNIFICATION

Section 7.1 Indemnification of the Purchasers by the Sellers. Each Seller shall indemnify and hold harmless each Purchaser (and its officers, employees, partners, agents, affiliates and controlling parties) from and against any and all losses, liabilities, damages, demands, claims, suits, actions, judgments or causes of action, assessments, costs and expenses, including without limitation interest, penalties, reasonable attorneys’ fees, any and all reasonable expenses incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation, asserted against, resulting to, imposed upon, or incurred or suffered by each Purchaser, directly or indirectly, as a result of or arising from any inaccuracy in or breach or nonfulfillment of or any alleged inaccuracy in or breach or nonfulfillment of any of the representations, warranties, covenants or agreements made by such Seller in this Agreement, whether or not arising out of a third-party claim.

Section 7.2 Indemnification of the Sellers by the Purchasers. Each Purchaser shall indemnify and hold harmless each Seller (and its officers, employees, partners, agents, affiliates and controlling parties) from and against any and all losses, liabilities, damages, demands, claims, suits, actions, judgments or causes of action, assessments, costs and expenses, including without limitation interest, penalties, reasonable attorneys’ fees, any and all reasonable expenses incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation, asserted against, resulting to, imposed upon, or incurred or suffered by such Seller, directly or indirectly, as a result of or arising from any inaccuracy in or breach or nonfulfillment of or any alleged inaccuracy in or breach or nonfulfillment of any of the representations, warranties, covenants or agreements made by the Purchasers in this Agreement, whether or not arising out of a third-party claim.

ARTICLE VIII
SURVIVAL OF REPRESENTATIONS AND WARRANTIES

Section 8.1 Survival of Representations and Warranties. The representations and warranties made by the Sellers contained in Article IV of this Agreement and the representations and warranties made by the Purchasers contained in Article V of this Agreement shall survive the Closing.

ARTICLE IX
MISCELLANEOUS

Section 9.2 Binding Effect; Assignment; No Third-Party Benefit. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors, permitted assigns and legal representatives. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person other than the parties hereto and their respective permitted successors, permitted assigns or legal representatives any legal or equitable right, remedy or claim under, in or in respect of this Agreement or any provision herein contained. Except as otherwise expressly provided in this Agreement, neither this Agreement nor any of the rights, interests, or obligations hereunder shall be assigned by the Purchasers or the Sellers to any person, without the prior written consent of the other party; provided, that the Purchasers shall have the right to assign its rights, interests and obligations hereunder to its affiliates without the consent of the Sellers.

Section 9.3 Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws effective during the term of this Agreement, such provision shall be fully severable; this Agreement shall be construed and enforced as if such illegal, invalid, or unenforceable provision had never comprised a part of this Agreement; and the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance from this Agreement; provided that if any such provision may be made enforceable by limitation thereof, then such provision shall be deemed to be so limited and shall be enforceable to the maximum extent permitted by applicable law. Furthermore, in lieu of (and to the extent of) each such illegal, invalid or unenforceable provision, there shall be added automatically as a part of this Agreement a provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible and be legal, valid and enforceable.

Section 9.6 Amendment. This Agreement may be amended at any time, provided that any such amendment is in writing and is approved by the Sellers and the Purchasers.

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

	SELLERS:
	RICHARD THALHEIMER REVOCABLE TRUST ESTABLISHED 3/6/89
	RICHARD THALHEIMER 2005 ANNUITY TRUST ESTABLISHED 7/29/05
	RICHARD THALHEIMER CHILDREN’S TRUST ESTABLISHED 1/16/89
	RICHARD &ELYSE THALHEIMER IRREVOCABLE TRUST ESTABLISHED 5/16/95
	RICHARD THALHEIMER 1997 ANNUITY TRUST ESTABLISHED 1/28/97
	RICHARD THALHEIMER 1997 GRANTOR ANNUITY TRUST DATED 12/17/97
	RICHARD THALHEIMER IRREVOCABLE TRUST ESTABLISHED 5/24/99

	By:	/s/ Richard Thalheimer
		Name: Richard Thalheimer
		Title: Trustee, Revocable Trust/2005 Annuity Trust/1997 Annuity Trust/1997 Grantor Annuity Trust
	By:	/s/ John R. Comyns
		Name: John R. Comyns
		Title: Trustee of Richard Thalheimer Children’s Trust 1/16/89, Richard &Elyse Thalheimer Irrevocable Trust 5/16/95, Richard Thalheimer Irrevocable Trust 5/24/99

	STARBOARD VALUE AND OPPORTUNITY
	MASTER FUND LTD.
	PARCHE, LLC

	By:	/s/ Jeffrey M. Solomon
		Name: Jeffrey M. Solomon
		Title: Authorized Signatory

Exhibit A

Purchasers	Sellers	Shares to be Purchased/Sold
Starboard Value and Opportunity Master Fund Ltd.	Richard Thalheimer Revocable Trust established 3/6/89	399,960

Starboard Value and Opportunity Master Fund Ltd.	Richard Thalheimer 2005 Annuity Trust established 7/29/05	100,002

Starboard Value and Opportunity Master Fund Ltd.	Richard Thalheimer Children’s Trust established 1/16/89	67,500

Starboard Value and Opportunity Master Fund Ltd.	Richard&Elyse Thalheimer Irrevocable Trust established 5/16/95	119,203

Parche, LLC		12,766

Parche, LLC	Richard Thalheimer 1997 Annuity Trust established 1/28/97	33,673

Parche, LLC	Richard Thalheimer 1997 Grantor Annuity Trust dated 12/17/97	58,722

Parche, LLC	Richard Thalheimer Irrevocable Trust established 5/24/99	25,632

EX-99.3 4 a07-14927_1ex99d3.htm EX-99.3

Exhibit 3

PURCHASE AGREEMENT

THIS PURCHASE AGREEMENT (this “Agreement”) is made and entered into this 16th day of May, 2007, by and among Richard Thalheimer 1997 Annuity Trust established 1//28/97 (the “Seller”), and SAL Investments LLC (the “Purchaser”).

WITNESSETH:

NOW, THEREFORE, for and in consideration of the foregoing and the respective representations, warranties, covenants, agreements and conditions set forth herein, the parties agree as follows:

ARTICLE I
PURCHASE AND SALE OF SHARES

Section 1.1 Purchase of the Shares. At the Closing and on the terms and subject to the conditions set forth in this Agreement, the Seller shall transfer and sell to the Purchaser the Shares in consideration of the Purchase Price, and the Purchaser shall purchase such Shares. The Purchaser shall make payment for such Shares by wire transfer of immediately available funds to bank accounts designated by the Seller at least 24 hours prior to the Closing.

ARTICLE II
CLOSING

Section 2.2 Deliveries at the Closing. At the Closing, the Seller shall deliver to the Purchaser (a) Shares registered in the name of the Purchaser in certificated or book entry form as specified by the Purchaser to the Seller in writing, (b) an instruction letter from the Seller to the transfer agent for the Common Stock directing that the certificates for the Shares be issued in the name of the Purchaser as specified by the Purchaser, and (c) such other items reasonably requested by the Purchaser.

ARTICLE III
CONDITIONS TO CLOSING

(a) Each of the representations and warranties of the Seller set forth in Article IV shall be true and correct in all material respects as of the Closing Date.

(b) There shall not be any law in effect which would render the parties unable to consummate or perform the transactions contemplated hereby or make such transactions illegal or prohibit, restrict or delay such consummation or performance; and there shall not be in effect any injunction or other order issued by a court of competent jurisdiction restraining or prohibiting the consummation or performance of the transactions contemplated hereby.

(a) Each of the representations and warranties of the Purchaser set forth in Article V shall be true and correct in all material respects as of the Closing Date.

(b) There shall not be any law in effect which would render the parties unable to consummate or perform the transactions contemplated hereby or make such transactions illegal or prohibit, restrict or delay such consummation or performance; and there shall not be in effect any injunction or other order issued by a court of competent jurisdiction restraining or prohibiting the consummation or performance of the transactions contemplated hereby.

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE SELLER

The Seller represents and warrants to the Purchaser that:

Section 4.3 Due Execution and Validity. This Agreement has been duly and validly executed by the Seller and delivered to the Purchaser, and constitutes the legal, valid and binding agreement of the Seller, enforceable against the Seller in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws affecting creditors’ rights generally.

Section 4.4 Title to the Shares. The Seller has good and valid title to, is the holder of record of and owns beneficially the Shares set forth opposite his, her or its name on Exhibit A hereto, free and clear of any and all liens and, upon delivery by the Seller to the Purchaser of the Shares in accordance with this Agreement, good and valid title to the Shares will pass to the Purchaser. The Shares have been validly issued, are fully paid and non-assessable, and are not subject to any options, agreements or restrictions with respect to transferability arising from any agreement entered into by the Seller or its affiliates.

ARTICLE V
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

The Purchaser hereby represents and warrants to the Seller that:

Section 5.8 Accredited Investor. The Purchaser is an “Accredited Investor,” as such term is defined in Rule 501(a) under the Securities Act (without reliance on Rule 501(a)(4) thereof).

ONLY AND NOT WITH A VIEW FOR RESALE OR DISTRIBUTION.

ARTICLE VI
ADDITIONAL AGREEMENTS

ARTICLE VII

INDEMNIFICATION

Section 7.1 Indemnification of the Purchaser by the Seller. The Seller shall indemnify and hold harmless the Purchaser (and its officers, employees, partners, agents, affiliates and controlling parties) from and against any and all losses, liabilities, damages, demands, claims, suits, actions, judgments or causes of action, assessments, costs and expenses, including without limitation interest, penalties, reasonable attorneys’ fees, any and all reasonable expenses incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation, asserted against, resulting to, imposed upon, or incurred or suffered by the Purchaser, directly or indirectly, as a result of or arising from any inaccuracy in or breach or nonfulfillment of or any alleged inaccuracy in or breach or nonfulfillment of any of the representations, warranties, covenants or agreements made by the Seller in this Agreement, whether or not arising out of a third-party claim.

Section 7.2 Indemnification of the Seller by the Purchaser. The Purchaser shall indemnify and hold harmless the Seller (and its officers, employees, partners, agents, affiliates and controlling parties) from and against any and all losses, liabilities, damages,

ARTICLE VIII
SURVIVAL OF REPRESENTATIONS AND WARRANTIES

ARTICLE IX
MISCELLANEOUS

Section 9.6 Amendment. This Agreement may be amended at any time, provided that any such amendment is in writing and is approved by the Seller and the Purchaser.

Section 9.8 Preparation of Agreement. Each party to this Agreement acknowledges that: (i) the party had the advice of, or sufficient opportunity to obtain the advice of, legal counsel separate and independent of legal counsel for any other party hereto; (ii) the terms of the transactions contemplated by this Agreement are fair and reasonable to such party; and (iii) such party has voluntarily entered into the transactions contemplated by this Agreement without duress or coercion. Each party further acknowledges that such party was not represented by the legal counsel of any other party hereto in connection with the transactions contemplated by this Agreement, nor was he or it under any belief or understanding that such legal counsel was representing his or its interests. Each party agrees that no conflict, omission or ambiguity in this Agreement, or the interpretation thereof, shall be presumed, implied or otherwise construed against any other party to this Agreement on the basis that such party was responsible for drafting this Agreement.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

	SELLER:

	RICHARD THALHEIMER 1997 ANNUITY TRUST ESTABLISHED 1/28/97

	By:	/s/ Richard Thalheimer
		Name: Richard Thalheimer
		Title: Trustee

	SAL INVESTMENTS LLC

	By:	/s/ Steven Lightman
		Name:
		Title:

Exhibit A

Purchaser		Seller		Shares to be Purchased/Sold
SAL Investments LLC		Richard Thalheimer 1997 Annuity Trust Established 1/28/97		150,000

EX-99.4 5 a07-14927_1ex99d4.htm EX-99.4

Exhibit 4

PURCHASE AGREEMENT

THIS PURCHASE AGREEMENT (this “Agreement”) is made and entered into this 16th day of May, 2007, by and among Richard Thalheimer 1997 Grantor Annuity Trust dated 12/17/97 (the “Seller”), and Jerry W. Levin IRA Rollover Trust (the “Purchaser”).

WITNESSETH:

NOW, THEREFORE, for and in consideration of the foregoing and the respective representations, warranties, covenants, agreements and conditions set forth herein, the parties agree as follows:

ARTICLE I
PURCHASE AND SALE OF SHARES

ARTICLE II
CLOSING

ARTICLE III
CONDITIONS TO CLOSING

(a) Each of the representations and warranties of the Seller set forth in Article IV shall be true and correct in all material respects as of the Closing Date.

(b) There shall not be any law in effect which would render the parties unable to consummate or perform the transactions contemplated hereby or make such transactions illegal or prohibit, restrict or delay such consummation or performance; and there shall not be in effect any injunction or other order issued by a court of competent jurisdiction restraining or prohibiting the consummation or performance of the transactions contemplated hereby.

(a) Each of the representations and warranties of the Purchaser set forth in Article V shall be true and correct in all material respects as of the Closing Date.

(b) There shall not be any law in effect which would render the parties unable to consummate or perform the transactions contemplated hereby or make such transactions illegal or prohibit, restrict or delay such consummation or performance; and there shall not be in effect any injunction or other order issued by a court of competent jurisdiction restraining or prohibiting the consummation or performance of the transactions contemplated hereby.

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE SELLER

The Seller represents and warrants to the Purchaser that:

Section 4.7 Approvals and Consents. No action, approval, consent or authorization, including, but not limited to, any action, approval, consent or authorization by any governmental or quasi-governmental agency, commission, board, bureau, or instrumentality is necessary or required as to the Seller in order to constitute this Agreement as a valid, binding and enforceable obligation of the Seller in accordance with its terms.

Section 4.8 Information. The Seller acknowledges that it is familiar with the business, financial condition and affairs of the Company and is therefore able to determine fair value for the sale of the Shares and it is not relying on any information provided by the Purchaser and that no Purchaser has made any representations or warranties about the Company to the Seller.

ARTICLE V
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

The Purchaser hereby represents and warrants to the Seller that:

Section 5.8 Accredited Investor. The Purchaser is an “Accredited Investor,” as such term is defined in Rule 501(a) under the Securities Act (without reliance on Rule 501(a)(4) thereof).

ONLY AND NOT WITH A VIEW FOR RESALE OR DISTRIBUTION.

ARTICLE VI
ADDITIONAL AGREEMENTS

ARTICLE VII

INDEMNIFICATION

ARTICLE VIII
SURVIVAL OF REPRESENTATIONS AND WARRANTIES

ARTICLE IX
MISCELLANEOUS

Section 9.6 Amendment. This Agreement may be amended at any time, provided that any such amendment is in writing and is approved by the Seller and the Purchaser.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

	SELLER:

	RICHARD THALHEIMER 1997 GRANTOR ANNUITY TRUST DATED 12/17/97

	By:	/s/ Richard Thalheimer
		Name: Richard Thalheimer
		Title: Trustee

	JERRY W. LEVIN IRA ROLLOVER TRUST

	By:	/s/ Jerry W. Levin
		Name: Jerry W. Levin
		Title:

Exhibit A

Purchaser		Seller		Shares to be Purchased/Sold
Jerry W. Levin IRA Rollover Trust		Richard Thalheimer 1997 Grantor Annuity Trust dated 12/17/97		150,000

EX-99.5 6 a07-14927_1ex99d5.htm EX-99.5

Exhibit 5

PURCHASE AGREEMENT

WITNESSETH:

NOW, THEREFORE, for and in consideration of the foregoing and the respective representations, warranties, covenants, agreements and conditions set forth herein, the parties agree as follows:

ARTICLE I
PURCHASE AND SALE OF SHARES

ARTICLE II
CLOSING

ARTICLE III
CONDITIONS TO CLOSING

(a) Each of the representations and warranties of the Seller set forth in Article IV shall be true and correct in all material respects as of the Closing Date.

(b) There shall not be any law in effect which would render the parties unable to consummate or perform the transactions contemplated hereby or make such transactions illegal or prohibit, restrict or delay such consummation or performance; and there shall not be in effect any injunction or other order issued by a court of competent jurisdiction restraining or prohibiting the consummation or performance of the transactions contemplated hereby.

(a) Each of the representations and warranties of the Purchaser set forth in Article V shall be true and correct in all material respects as of the Closing Date.

(b) There shall not be any law in effect which would render the parties unable to consummate or perform the transactions contemplated hereby or make such transactions illegal or prohibit, restrict or delay such consummation or performance; and there shall not be in effect any injunction or other order issued by a court of competent jurisdiction restraining or prohibiting the consummation or performance of the transactions contemplated hereby.

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE SELLER

The Seller represents and warrants to the Purchaser that:

ARTICLE V
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

The Purchaser hereby represents and warrants to the Seller that:

Section 5.8 Accredited Investor. The Purchaser is an “Accredited Investor,” as such term is defined in Rule 501(a) under the Securities Act (without reliance on Rule 501(a)(4) thereof).

ONLY AND NOT WITH A VIEW FOR RESALE OR DISTRIBUTION.

ARTICLE VI
ADDITIONAL AGREEMENTS

ARTICLE VII

INDEMNIFICATION

ARTICLE VIII
SURVIVAL OF REPRESENTATIONS AND WARRANTIES

ARTICLE IX
MISCELLANEOUS

Section 9.6 Amendment. This Agreement may be amended at any time, provided that any such amendment is in writing and is approved by the Seller and the Purchaser.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

	SELLER:

	RICHARD THALHEIMER 1997 GRANTOR ANNUITY TRUST DATED 12/17/97

	By:	/s/ Richard Thalheimer
		Name: Richard Thalheimer
		Title: Trustee

	STEVEN R. ISKO

	By:	/s/ Steven Isko
		Name: Steven Isko
		Title:

Exhibit A

Purchaser		Seller		Shares to be Purchased/Sold
Steven R. Isko		Richard Thalheimer 1997 Grantor Annuity Trust dated 12/17/97		30,000

EX-99.6 7 a07-14927_1ex99d6.htm EX-99.6

Exhibit 6

PURCHASE AGREEMENT

WITNESSETH:

NOW, THEREFORE, for and in consideration of the foregoing and the respective representations, warranties, covenants, agreements and conditions set forth herein, the parties agree as follows:

ARTICLE I
PURCHASE AND SALE OF SHARES

ARTICLE II
CLOSING

Section 2.2 Deliveries at the Closing. At the Closing, the Seller shall deliver to the Purchaser (a) Shares registered in the name of the Purchaser in certificated or book entry form as specified by the Purchaser to the Seller in writing, (b) an instruction letter from the Seller to the transfer agent for the Common Stock directing that the certificates for the Shares be issued in the name of the Purchaser as specified by the Purchaser and (c) such other items reasonably requested by the Purchaser.

ARTICLE III
CONDITIONS TO CLOSING

(a) Each of the representations and warranties of the Seller set forth in Article IV shall be true and correct in all material respects as of the Closing Date.

(b) There shall not be any law in effect which would render the parties unable to consummate or perform the transactions contemplated hereby or make such transactions illegal or prohibit, restrict or delay such consummation or performance; and there shall not be in effect any injunction or other order issued by a court of competent jurisdiction restraining or prohibiting the consummation or performance of the transactions contemplated hereby.

(a) Each of the representations and warranties of the Purchaser set forth in Article V shall be true and correct in all material respects as of the Closing Date.

(b) There shall not be any law in effect which would render the parties unable to consummate or perform the transactions contemplated hereby or make such transactions illegal or prohibit, restrict or delay such consummation or performance; and there shall not be in effect any injunction or other order issued by a court of competent jurisdiction restraining or prohibiting the consummation or performance of the transactions contemplated hereby.

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE SELLER

The Seller represents and warrants to the Purchaser that:

Section 4.3 Due Execution and Validity.This Agreement has been duly and validly executed by the Seller and delivered to the Purchaser, and constitutes the legal, valid and binding agreement of the Seller, enforceable against the Seller in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws affecting creditors’ rights generally.

ARTICLE V
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

The Purchaser hereby represents and warrants to the Seller that:

Section 5.8 Accredited Investor. The Purchaser is an “Accredited Investor,” as such term is defined in Rule 501(a) under the Securities Act (without reliance on Rule 501(a)(4) thereof).

ONLY AND NOT WITH A VIEW FOR RESALE OR DISTRIBUTION.

ARTICLE VI
ADDITIONAL AGREEMENTS

ARTICLE VII

INDEMNIFICATION

ARTICLE VIII
SURVIVAL OF REPRESENTATIONS AND WARRANTIES

ARTICLE IX
MISCELLANEOUS

Section 9.6 Amendment. This Agreement may be amended at any time, provided that any such amendment is in writing and is approved by the Seller and the Purchaser.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

	SELLER:

	RICHARD THALHEIMER 1997 GRANTOR ANNUITY TRUST DATED 12/17/97

	By:	/s/ Richard Thalheimer
		Name: Richard Thalheimer
		Title: Trustee

	MICHAEL A. POPSON

	By:	/s/ Michael A. Popson
		Name: Michael A. Popson
		Title:

Exhibit A

Purchaser		Seller		Shares to be Purchased/Sold
Michael A. Popson		Richard Thalheimer 1997 Grantor Annuity Trust dated 12/17/97		30,000

EX-99.7 8 a07-14927_1ex99d7.htm EX-99.7

Exhibit 7

PURCHASE AGREEMENT

THIS PURCHASE AGREEMENT (this “Agreement”) is made and entered into this 16th day of May, 2007, by and among Richard Thalheimer Irrevocable Trust established 5/24/99 (the “Seller”), and Knightspoint Partners II LP (the “Purchaser”).

WITNESSETH:

NOW, THEREFORE, for and in consideration of the foregoing and the respective representations, warranties, covenants, agreements and conditions set forth herein, the parties agree as follows:

ARTICLE I
PURCHASE AND SALE OF SHARES

ARTICLE II
CLOSING

Section 2.2 Deliveries at the Closing. At the Closing, the Seller shall deliver to the Purchaser (a) Shares registered in the name of the Purchaser in certificated or book entry form as specified by the Purchaser to the Seller in writing, (b) an instruction letter from the Seller to the transfer agent for the Common Stock directing that the certificates for the Shares be issued in the name of the Purchaser as specified by the Purchaser and (c) such other items reasonably requested by the Purchaser.

ARTICLE III
CONDITIONS TO CLOSING

(a) Each of the representations and warranties of the Seller set forth in Article IV shall be true and correct in all material respects as of the Closing Date.

(b) There shall not be any law in effect which would render the parties unable to consummate or perform the transactions contemplated hereby or make such transactions illegal or prohibit, restrict or delay such consummation or performance; and there shall not be in effect any injunction or other order issued by a court of competent jurisdiction restraining or prohibiting the consummation or performance of the transactions contemplated hereby.

(a) Each of the representations and warranties of the Purchaser set forth in Article V shall be true and correct in all material respects as of the Closing Date.

(b) There shall not be any law in effect which would render the parties unable to consummate or perform the transactions contemplated hereby or make such transactions illegal or prohibit, restrict or delay such consummation or performance; and there shall not be in effect any injunction or other order issued by a court of competent jurisdiction restraining or prohibiting the consummation or performance of the transactions contemplated hereby.

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE SELLER

The Seller represents and warrants to the Purchaser that:

ARTICLE V
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

The Purchaser hereby represents and warrants to the Seller that:

Section 5.8 Accredited Investor. The Purchaser is an “Accredited Investor,” as such term is defined in Rule 501(a) under the Securities Act (without reliance on Rule 501(a)(4) thereof).

ONLY AND NOT WITH A VIEW FOR RESALE OR DISTRIBUTION.

ARTICLE VI
ADDITIONAL AGREEMENTS

ARTICLE VII

INDEMNIFICATION

ARTICLE VIII
SURVIVAL OF REPRESENTATIONS AND WARRANTIES

ARTICLE IX
MISCELLANEOUS

Section 9.6 Amendment. This Agreement may be amended at any time, provided that any such amendment is in writing and is approved by the Seller and the Purchaser.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

	SELLERS:

	RICHARD THALHEIMER IRREVOCABLE TRUST ESTABLISHED 5/24/99

	By:	/s/ John R. Comyns
		Name: John R. Comyns
		Title: Trustee

	KNIGHTSPOINT PARTNERS II LP

	By:	/s/ David M. Meyer
		Name: David M. Meyer
		Title: Managing Member

Exhibit A

Purchaser		Seller		Shares to be Purchased/Sold
Knightspoint Partners II LP		Richard Thalheimer Irrevocable Trust Established 5/24/99		25,000

EX-99.8 9 a07-14927_1ex99d8.htm EX-99.8

Exhibit 8

AGREEMENT

This AGREEMENT, dated as of May 16, 2007 (the “Agreement”), is by and among Sharper Image Corporation, a Delaware corporation (the “Company”), and Richard J. Thalheimer (the “Stockholder”).

WHEREAS, the Stockholder holds options to purchase 75,000 shares of common stock, par value $0.01 per share, of the Company (the “Common Stock”) with an exercise price of $23.82 per share and to purchase 60,000 shares of Common Stock with an exercise price of $26.10 per share (the “Options”); and

WHEREAS, Messrs. Alan Thalheimer and George Napier (the “Discount Card Holders”) each currently hold non-transferable director’s discount cards valid for their respective lifetimes entitling them for life to a discount of 50% on goods, for personal use, that the Company is then retailing (the “Discount Cards”); and

WHEREAS, the Stockholder has entered into a series of stock purchase agreements (collectively, the “Stock Purchase Agreements”) dated the date hereof pursuant to which Stockholder, and certain trusts affiliated with Stockholder, would sell substantially all the shares (the “Shares”) of Common Stock held by them to the purchasers named therein; and

WHEREAS, the Company has determined that the interests of the Company and its stockholders would best be served by an orderly disposition of the Shares pursuant to the Stock Purchase Agreements and by cancellation of the Options. NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and to induce the Stockholder to enter into the Stock Purchase Agreements, the parties hereto agree as follows:

Section 1. Representations. Each of the parties hereto hereby represents that it has due authority to execute and deliver this Agreement and that the Agreement is a valid and binding obligation of such party, enforceable against it in accordance with its terms. Each of the parties hereto represents and warrants that the execution, delivery and performance of this Agreement by such party does not and will not contravene any agreement or other instrument binding upon such party or any judgment, order or decree of any governmental body, agency or court having jurisdiction over such party. Stockholder represents and warrants that such Stockholder holds the Options free and clear of all liens and other encumbrances, including, without limitation, community property rights.

Section 2. Cancellation of Options. Effective as of the scheduled closing date (the “Closing Date”) for the sale of Shares pursuant to the Stock Purchase Agreements, Stockholder hereby agrees that the Options shall be cancelled and be of no further force or effect.

Section 3. Company’s Agreement to Honor the Discount Cards. Effective as of the Closing Date, the Company agrees to honor the Discount Cards, provided that it is understood that the Discount Cards are not transferable by the Discount Card Holders. The Company shall cause the Chairman of the Board or the Chief Executive Officer of the Company to issue a letter promptly after the Closing Date to each of the Discount Card Holders stating that the Company affirms the validity of the previously issued non-transferable, lifetime Discount Cards, with the proviso that the Discount Cards are only for personal use.

Section 4. Miscellaneous. (a) This Agreement contains the entire understanding of the parties with respect to the subject matter hereof. The parties hereto may not amend or modify this Agreement except in such manner as may be agreed upon by a written instrument executed by all of the parties hereto. No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege. If any terms, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated. It is declared to be the intention of the parties that they would have executed the remaining provisions without including any that may be declared unenforceable.

(b) This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware, without regard to any conflict of laws provisions thereof.

(c) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

(d) This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement, or caused the same to be executed by its duly authorized representative as of the date first above written.

	SHARPER IMAGE CORPORATION

	By:	/s/ Jerry W. Levin
		Name: Jerry W. Levin
		Title: Chairman

		/s/ Richard J. Thalheimer
		Richard J. Thalheimer

(Rule 13d-102)

Under the Securities Exchange Act of 1934 (Amendment No. 2)*

ARTICLE I PURCHASE AND SALE OF SHARES

ARTICLE II CLOSING

ARTICLE III CONDITIONS TO CLOSING

(a) Each of the representations and warranties of the Seller set forth in Article IV shall be true and correct in all material respects as of the Closing Date.

(a) Each of the representations and warranties of the Purchaser set forth in Article V shall be true and correct in all material respects as of the Closing Date.

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE SELLER

ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

ARTICLE VI ADDITIONAL AGREEMENTS

ARTICLE VIII SURVIVAL OF REPRESENTATIONS AND WARRANTIES

ARTICLE IX MISCELLANEOUS

ARTICLE I PURCHASE AND SALE OF SHARES

ARTICLE II CLOSING

ARTICLE III CONDITIONS TO CLOSING

(a) Each of the representations and warranties of the Sellers set forth in Article IV shall be true and correct in all material respects as of the Closing Date.

(a) Each of the representations and warranties of the Purchasers set forth in Article V shall be true and correct in all material respects as of the Closing Date.

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE SELLERS

ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS

ARTICLE VI ADDITIONAL AGREEMENTS

ARTICLE VIII SURVIVAL OF REPRESENTATIONS AND WARRANTIES

ARTICLE IX MISCELLANEOUS

ARTICLE I PURCHASE AND SALE OF SHARES

ARTICLE II CLOSING

ARTICLE III CONDITIONS TO CLOSING

(a) Each of the representations and warranties of the Seller set forth in Article IV shall be true and correct in all material respects as of the Closing Date.

(a) Each of the representations and warranties of the Purchaser set forth in Article V shall be true and correct in all material respects as of the Closing Date.

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE SELLER

ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

ARTICLE VI ADDITIONAL AGREEMENTS

ARTICLE VIII SURVIVAL OF REPRESENTATIONS AND WARRANTIES

ARTICLE IX MISCELLANEOUS

ARTICLE I PURCHASE AND SALE OF SHARES

ARTICLE II CLOSING

ARTICLE III CONDITIONS TO CLOSING

(a) Each of the representations and warranties of the Seller set forth in Article IV shall be true and correct in all material respects as of the Closing Date.

(a) Each of the representations and warranties of the Purchaser set forth in Article V shall be true and correct in all material respects as of the Closing Date.

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE SELLER

ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

ARTICLE VI ADDITIONAL AGREEMENTS

ARTICLE VIII SURVIVAL OF REPRESENTATIONS AND WARRANTIES

ARTICLE IX MISCELLANEOUS

ARTICLE I PURCHASE AND SALE OF SHARES

ARTICLE II CLOSING

ARTICLE III CONDITIONS TO CLOSING

(a) Each of the representations and warranties of the Seller set forth in Article IV shall be true and correct in all material respects as of the Closing Date.

(a) Each of the representations and warranties of the Purchaser set forth in Article V shall be true and correct in all material respects as of the Closing Date.

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE SELLER

ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

ARTICLE VI ADDITIONAL AGREEMENTS

ARTICLE VIII SURVIVAL OF REPRESENTATIONS AND WARRANTIES

ARTICLE IX MISCELLANEOUS

ARTICLE I PURCHASE AND SALE OF SHARES

ARTICLE II CLOSING

ARTICLE III CONDITIONS TO CLOSING

(a) Each of the representations and warranties of the Seller set forth in Article IV shall be true and correct in all material respects as of the Closing Date.

(a) Each of the representations and warranties of the Purchaser set forth in Article V shall be true and correct in all material respects as of the Closing Date.

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE SELLER

ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

ARTICLE VI ADDITIONAL AGREEMENTS

ARTICLE VIII SURVIVAL OF REPRESENTATIONS AND WARRANTIES

ARTICLE IX MISCELLANEOUS

ARTICLE I PURCHASE AND SALE OF SHARES

ARTICLE II CLOSING

ARTICLE III CONDITIONS TO CLOSING

(a) Each of the representations and warranties of the Seller set forth in Article IV shall be true and correct in all material respects as of the Closing Date.

(a) Each of the representations and warranties of the Purchaser set forth in Article V shall be true and correct in all material respects as of the Closing Date.

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE SELLER

ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

ARTICLE VI ADDITIONAL AGREEMENTS

ARTICLE VIII SURVIVAL OF REPRESENTATIONS AND WARRANTIES

ARTICLE IX MISCELLANEOUS

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

ARTICLE I
PURCHASE AND SALE OF SHARES

ARTICLE II
CLOSING

ARTICLE III
CONDITIONS TO CLOSING

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE SELLER

ARTICLE V
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

ARTICLE VI
ADDITIONAL AGREEMENTS

ARTICLE VIII
SURVIVAL OF REPRESENTATIONS AND WARRANTIES

ARTICLE IX
MISCELLANEOUS

ARTICLE I
PURCHASE AND SALE OF SHARES

ARTICLE II
CLOSING

ARTICLE III
CONDITIONS TO CLOSING

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE SELLERS

ARTICLE V
REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS

ARTICLE VI
ADDITIONAL AGREEMENTS

ARTICLE VIII
SURVIVAL OF REPRESENTATIONS AND WARRANTIES

ARTICLE IX
MISCELLANEOUS

ARTICLE I
PURCHASE AND SALE OF SHARES

ARTICLE II
CLOSING

ARTICLE III
CONDITIONS TO CLOSING

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE SELLER

ARTICLE V
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

ARTICLE VI
ADDITIONAL AGREEMENTS

ARTICLE VIII
SURVIVAL OF REPRESENTATIONS AND WARRANTIES

ARTICLE IX
MISCELLANEOUS

ARTICLE I
PURCHASE AND SALE OF SHARES

ARTICLE II
CLOSING

ARTICLE III
CONDITIONS TO CLOSING

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE SELLER

ARTICLE V
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

ARTICLE VI
ADDITIONAL AGREEMENTS

ARTICLE VIII
SURVIVAL OF REPRESENTATIONS AND WARRANTIES

ARTICLE IX
MISCELLANEOUS

ARTICLE I
PURCHASE AND SALE OF SHARES

ARTICLE II
CLOSING

ARTICLE III
CONDITIONS TO CLOSING

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE SELLER

ARTICLE V
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

ARTICLE VI
ADDITIONAL AGREEMENTS

ARTICLE VIII
SURVIVAL OF REPRESENTATIONS AND WARRANTIES

ARTICLE IX
MISCELLANEOUS

ARTICLE I
PURCHASE AND SALE OF SHARES

ARTICLE II
CLOSING

ARTICLE III
CONDITIONS TO CLOSING

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE SELLER

ARTICLE V
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

ARTICLE VI
ADDITIONAL AGREEMENTS

ARTICLE VIII
SURVIVAL OF REPRESENTATIONS AND WARRANTIES

ARTICLE IX
MISCELLANEOUS

ARTICLE I
PURCHASE AND SALE OF SHARES

ARTICLE II
CLOSING

ARTICLE III
CONDITIONS TO CLOSING

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE SELLER

ARTICLE V
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

ARTICLE VI
ADDITIONAL AGREEMENTS

ARTICLE VIII
SURVIVAL OF REPRESENTATIONS AND WARRANTIES

ARTICLE IX
MISCELLANEOUS