Exhibit 1
January 24, 1997
[Letterhead of Archon Group L.P.]
Re: Xxxxx & Xxxxx - Voting Agreement
Gentlemen:
This letter shall confirm our understanding that, in
connection with the $11,250,000 investment in Xxxxx & Xxxxx Company (the
"Company") by Archon Group L.P. ("Archon"), Xxxx Xxxxxxx, Xxxxxxx X. Xxxxxxx, C.
Xxxxxxx Xxxxxxx (collectively, "the Kojaian Shareholders") and Warburg, Xxxxxx
Investors, L.P. ("WPI") and Archon (collectively, the "Shareholders") hereby
agree to (i) vote all of the shares of common stock of the Company owned by such
Shareholder, and (ii) cause directors nominated by such Shareholder to vote to
nominate directors, as follows:
(i) if and so long as the Kojaian Shareholders, or any
transferee owned or controlled by them that agrees to be bound by the terms of
this letter agreement, beneficially owns 1,250,000 shares of the Company's
common stock, for a director nominee selected by a majority of the Kojaian
Shareholders, who shall be a Kojaian Shareholder or an officer or partner of any
entity owned or controlled by any of the Kojaian Shareholders, to be nominated
and elected to the Company's Board of Directors;
(ii) if and so long as WPI beneficially owns 5,059,169 shares
of the Company's common stock, for those nominees designated by WPI, who shall
be officers of WPI or any of its venture banking affiliates, to be nominated and
elected to the Company's Board of Directors; and
(iii) if and so long as Archon beneficially owns 1,250,000
shares of the Company's common stock, for a director nominee designated by
Archon who shall be an employee of Archon, Xxxxxxx, Xxxxx & Co. or an affiliate
thereof, to be nominated and elected to the Company's Board of Directors.
None of the Shareholders shall enter into any other voting
arrangement or proxy whereby its voting rights would be vested in any other
party, except if such party agrees to be bound by the above.
In the event that all directors nominated by any of WPI, the
Kojaian Shareholders, or Archon either resign or decline to be nominated for
reelection and no other nominees are nominated by such Shareholder or such
Shareholder fails to nominate any director or directors for election (a
"Terminated Shareholder"), then (i) the rights and obligations of such
Terminated Shareholder under this Agreement shall terminate with respect to such
Terminated Shareholder and (ii) each remaining Shareholder shall have no
obligation hereunder toward or with respect to such Terminated Shareholder or
its nominees.
This Agreement may only be varied by an instrument in writing,
and shall be governed under the laws of the State of Delaware.
This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original but which together shall constitute
one and the same instrument.
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Please countersign one copy indicating your agreement to the
above.
Sincerely,
/s/ Xxxx X. Xxxxxxxx
Xxxx X. Xxxxxxxx
Archon Gen-Par, Inc.
ACCEPTED AND AGREED
WARBURG, XXXXXX INVESTORS, L.P.:
/s/ Xxxx X. Xxxxxxxxx
Warburg, Xxxxxx & Co.
Name: Xxxx X. Xxxxxxxxx
Title: Partner
KOJAIAN SHAREHOLDERS:
/s/ Xxxx Xxxxxxx
By: Xxxx Xxxxxxx
/s/ Xxxxxxx X. Xxxxxxx
By: Xxxxxxx X. Xxxxxxx
/s/ C. Xxxxxxx Xxxxxxx
By: C. Xxxxxxx Xxxxxxx
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