Fill and Sign the Agreement Auctions Form

AGREEMENT REGARDING SALE OF STOCK This Agreement Regarding Sale of Stock (this "Agreement") is dated ______________, 2000, and is between GREG MANNING AUCTIONS, INC., a New York corporation, and WARREN TREPP, as trustee of the Rabard Trust dated August 25, 1989 (the "Trust"), GREGORY N. ROBERTS and SHARON ROBERTS (collectively, "Roberts"), and ELAINE DINGES, each an individual (each of the Trust, Roberts and Ms. Dinges, a "Stockholder" and collectively the "Stockholders"). GMAI, the Stockholders, Spectrum Acquisition, Inc., a Delaware corporation and a wholly-owned subsidiary of GMAI ("Sub"), and Spectrum Numismatics International, Inc., a California corporation ("Spectrum"), are parties to a Merger Agreement pursuant to which GMAI is acquiring all the issued and outstanding capital stock of Spectrum by means of a merger of Sub into Spectrum (that agreement, the "Merger Agreement"; that merger, the "Merger")). Pursuant to the Merger Agreement, the Stockholders are being issued shares of common stock, par value $0.01 per share, of GMAI (those shares, the "Merger Shares"). Pursuant to Section 3(a)(10) of the Securities Act, the Department of Corporations of the State of California has approved the fairness of the Merger. Consequently, the Merger Shares are exempt from registration under the Securities Act, and furthermore any transfer of Merger Shares would not normally be subject to the one-year holding period of Rule 144(d) promulgated under the Securities Act, though any such transfer would be subject to other restrictions provided for under Rule 144. GMAI and the Stockholders wish to specify the certain rights and obligations of the Stockholders in connection with sales of the Merger Shares. In particular, GMAI and the Stockholders wish to provide that with the exception of a limited number of Merger Shares stated in Section 2(2) below, the Stockholders will in effect hold the Merger Shares as if the Department of Corporations of the State of California had not approved the fairness of the Merger and as if any transfer of Merger Shares were subject to all the provisions of Rule 144, including the one-year holding period of Rule 144(d). The parties therefore agree as follows: 1. Definitions. As used in this Agreement, the following terms have the following meanings: "Exchange Act" means the Securities Exchange Act of 1934, as amended (or any similar successor federal statute), and the rules and regulations thereunder, as in effect from time to time. "Reporting Event" means the date on which GMAI publicly releases consolidated financial results that include at least 30 days of combined operations of GMAI and Spectrum, which release may consist of a quarterly earnings report, any filing with the SEC or any public announcement through regular means. "Securities Act" means the Securities Act of 1933, as amended (or any similar successor federal statute), and the rules and regulations thereunder as in effect from time to time. "Sell" or "Sale" means, with respect to the Merger Shares, any offer, issue, sale, contract to sell, grant of any option for the sale of, or other transfer or disposition of, directly or indirectly, any of the Merger Shares. 2. Restrictions on Sale. Without the prior written consent of GMAI, which consent GMAI may withhold in its sole discretion, no Stockholder may do the following: (1) sell any Merger Shares at any time prior to the Reporting Event; (2) at any time prior to the one-year anniversary of the date of this Agreement, Sell in the aggregate in excess of the following: (A) in the case of Warren Trepp, 253,891 Merger Shares; (B) in the case of Gregory N. Roberts, 191,593 Merger Shares; and (C) in the case of Elaine Dinges, 45,743 Merger Shares. 3. Additional Obligations. Nothing herein affects any other obligations of or restrictions applicable to the Stockholders with respect to any Sales of the Merger Shares, including without limitation those set forth in the Exchange Act and the Securities Act and those set forth in any policy adopted from time to time by GMAI regarding trading by directors, officers, 10% stockholders or employees of GMAI. 4. Adjustments. The number of Merger Shares set forth in Section 2 will be appropriately adjusted to reflect fully the effect of any stock split, reverse split, stock dividend, reorganization, recapitalization, split up, combination or exchange of shares, or other like event with respect to shares of common stock of GMAI. 2 5. Amendments and Waivers. The provisions of this Agreement may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, without the written consent of each party hereto. 6. Notices. Every notice or other communication required or contemplated by this Agreement must be in writing and sent by one of the following methods: (1) personal delivery, in which case delivery is deemed to occur the day of delivery; (2) certified or registered mail, postage prepaid, return receipt requested, in which case delivery is deemed to occur the day it is officially recorded by the U.S. Postal Service as delivered to the intended recipient; or (3) next-day delivery to a U.S. address by recognized overnight delivery service such as Federal Express, in which case delivery is deemed to occur one business day after being sent. In each case, a notice or other communication sent to a party must be directed to the address for that party set forth below, or to another address designated by that party by written notice: If to a Stockholder, at the most current address for that Stockholder as it appears on the books of GMAI; and If to GMAI, to: Greg Manning Auctions, Inc. 775 Passaic Avenue West Caldwell, NJ 07006 Attention: Mr. Greg Manning Chairman, President and CEO with a copy to: Kramer Levin Naftalis & Frankel LLP 919 Third Avenue New York, New York 10022 Attention: Scott S. Rosenblum, Esq. 7. Successors and Assigns. This Agreement inures to the benefit of and is binding upon the successors, transferees and assigns of the parties hereto. 8. Governing Law. This Agreement is governed by the laws of the State of New York, without giving effect to principles of conflict of laws. 9. Jurisdiction; Service of Process. Any action or proceeding seeking to enforce any provision of, or based on any right arising out of, this Agreement must be brought against any of the parties in the courts of the State of New York, County of New York, or, if it has or can acquire jurisdiction, in the United States District Court for the Southern District of New York, and each of the parties consents to the jurisdiction of those courts (and of the appropriate appellate courts) in any such action or proceeding and waives any objection to venue laid therein. Process in any such action or proceeding may be served by sending or delivering a copy of the process to the party to be served at the address and in the manner provided for the giving of 3 notices in Section 6. Nothing in this Section 9, however, affects the right of any party to serve legal process in any other manner permitted by law. 10. Entire Agreement. This Agreement constitutes the entire agreement among the parties pertaining to the subject matter hereof and supersede all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties. 4 The undersigned hereby execute this Agreement on the date stated in the introductory clause. GREG MANNING AUCTIONS, INC. By: ________________________________ Name: Title: ____________________________________ WARREN TREPP ____________________________________ GREGORY N. ROBERTS ____________________________________ SHARON. ROBERTS ____________________________________ ELAINE DINGES