Exhibit 2.9
LIMITED JOINDER AGREEMENT
THIS
LIMITED JOINDER AGREEMENT is made and entered into
as of January 6,
2007 (this
"Agreement"),
by and among (i) DGSE Companies, Inc., a Nevada
corporation (together with its successors and permitted assigns,
"Parent"), (ii)
DGSE Merger Corp., a Delaware corporation and a direct
wholly-owned
subsidiary
of Parent (together
with its successors and permitted assigns, "Merger Sub"),
(iii) Superior
Galleries, Inc., a
Delaware corporation
(f/k/a Tangible
Asset
Galleries, Inc.,
a Nevada corporation) (together with its successors, the
"Company" or "Superior"), and (iv) Stanford International
Bank, Ltd., a company
organized under the
laws of Antigua and Barbuda (together with its successors,
"SIBL"). Capitalized terms used but not defined herein shall have
the respective
meanings ascribed
thereto in that
certain Amended and
Restated Agreement
and
Plan of Merger and
Reorganization, made
and entered into as of the date hereof
(the "Merger Agreement"), by and among Parent, Merger Sub and
Superior.
R E C I T A L S
---------------
WHEREAS, the
respective Boards of Directors of Parent, Merger Sub and the
Company have approved and declared advisable the Merger Agreement
and the merger
of Merger Sub with and into the Company (the "Merger"), with the Company being
the surviving corporation;
WHEREAS, SIBL is a key stockholder of and the primary lender to
Superior;
WHEREAS, SIBL
desires to execute and
deliver this Agreement to induce
Parent, Merger Sub and
the Company to enter
into the Merger
Agreement and to
consummate the Merger and the other Transactions; and
WHEREAS, the
execution and delivery of this Agreement by SIBL and the
Company is a condition precedent to the obligation of Parent and
Merger Sub, and
the execution and delivery of this Agreement by SIBL, Parent and
Merger Sub is a
condition precedent to the obligation of the Company, to consummate
the Merger.
A G R E E M E N T
-----------------
NOW,
THEREFORE,
in consideration of the foregoing and the respective
covenants and
agreements
set forth in this
Agreement,
and intending to be
legally bound hereby,
the parties hereto
(collectively, the
"Parties") hereby
agree as follows:
Section 1. Merger Agreement.
(a) SIBL hereby acknowledges, agrees and confirms that, by its
execution and delivery of this Agreement, SIBL shall be bound by and subject
to
the terms and provisions of Article I, Section 6.1(a), Section 6.1(g), Section
6.4(c), Section 6.6, Section 9.5 and Article X of the Merger
Agreement, in each
case as if it were a party to the Merger Agreement, and hence shall have all of
the rights, duties,
obligations and liabilities under such terms and provisions
as if it had been a signatory party to the Merger Agreement.
(b) SIBL hereby acknowledges, agrees and confirms that, by its
execution and
delivery of this Agreement, SIBL shall serve as the initial
Stockholder Agent
under the Merger
Agreement and the
Escrow Agreement and
in
such capacity
shall additionally be bound by and subject to the terms and
provisions of
Section 3.3, Section 3.14 and Article VIII of the Merger
Agreement, in each case as if it were a party to the Merger
Agreement, and hence
-1-
<PAGE>
shall have all of the rights, duties, powers, obligations and liabilities
under
such terms and
provisions as if it had been a signatory party, as Stockholder
Agent, to the Merger Agreement.
(c) SIBL confirms that SIBL has received copies of the forms of
Employment Agreements
for Dr. L.S. Smith and William H. Oyster, copies of which
were attached as Exhibit A and Exhibit B, respectively, to that certain letter
dated July 17, 2006
from SIBL to Dr. L.S.
Smith, Chief
Executive Officer of
Parent, each of which
Employment
Agreements
is to become effective at the
Closing. SIBL confirms that SIBL has no objections to the form or
content of the
Employment Agreements
and that, for purposes
of approving the Merger, SIBL is
satisfied with the form and substance thereof.
(d) In addition, SIBL
confirms that SIBL has
negotiated and
approved
the form of the Amended and Restated Stanford LOC, Termination and Release
Agreement, Escrow Agreement and Corporate Governance Agreement, and
confirms its
agreement to execute and deliver each such agreement in connection with the
Closing, as contemplated by Section 7.2 of the Merger
Agreement.
Section 2. Management Agreement.
(a) SIBL hereby
authorizes the
Independent
Committee (as defined
in
that certain Management Agreement, made and entered into as of the
date hereof
(the "Management
Agreement"
