EXHIBIT 2
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EXECUTION COPY
VOTING AGREEMENT
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VOTING AGREEMENT (this "Agreement"), dated as of July 26, 2007, by and
among DSI Holdings, LLC, a Delaware limited liability company ("Parent"), DSI
Acquisition, Inc., a Pennsylvania corporation ("Purchaser"), and each of the
shareholders listed on Schedule I attached hereto (each, a "Shareholder" and
collectively, the "Shareholders").
WHEREAS, concurrently with the execution of this Agreement, Xxx Shops,
Inc., a Pennsylvania corporation (the "Company"), Parent and Purchaser are
entering into an Agreement and Plan of Merger of even date herewith, as it may
be amended or restated from time to time (the "Merger Agreement");
WHEREAS, capitalized terms used but not defined in this Agreement have the
meanings ascribed thereto in the Merger Agreement;
WHEREAS, as of the date hereof, each Shareholder is the record and
beneficial owner of that number of shares of Company Common Stock and Company
Preferred Stock set forth opposite such Shareholder's name on Schedule I hereto
(such Company Common Stock and Company Preferred Stock, together with any other
shares of Company Capital Stock acquired by any Shareholder after the date
hereof, being collectively referred to herein as the "Shareholder Shares"); and
WHEREAS, as a condition to their willingness to enter into the Merger
Agreement, Parent and Purchaser have required that the Shareholders enter into
this Agreement and, in order to induce Parent and Purchaser to enter into the
Merger Agreement, the Shareholders are willing to enter into this Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
and agreements contained herein, the parties hereto, intending to be legally
bound hereby, agree as follows:
1. Agreements of Shareholder.
(a) Voting. From the date hereof until any termination of this
Agreement in accordance with its terms, at any meeting of the shareholders of
the Company however called (or any action by written consent in lieu of a
meeting) or any adjournment thereof, each Shareholder shall vote all such
Shareholder Shares (or cause them to be voted) held by such Shareholder or (as
appropriate) execute written consents in respect thereof, (i) in favor of the
adoption of the Merger Agreement and the approval of the other transactions
contemplated by the Merger Agreement, (ii) against any action or agreement
(including, without limitation, any amendment of any agreement) that would
result in a breach of any representation, warranty, covenant, agreement or other
obligation of the Company in the Merger Agreement, (iii) against any Competing
Proposal (including a Competing Proposal that may constitute a Superior
Proposal) and (iv) against any agreement (including, without limitation, any
amendment of any agreement), amendment of the Articles of Incorporation and
Bylaws or other action that is intended or could reasonably be expected to
prevent, impede, interfere with, delay, postpone or discourage the consummation
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of the Merger. Any such vote shall be cast (or consent shall be given) by each
Shareholder in accordance with such procedures relating thereto so as to ensure
that it is duly counted, including for purposes of determining that a quorum is
present and for purposes of recording the results of such vote (or consent).
(b) Proxy. In furtherance of each Shareholder's agreement in
Section 1(a) above, but subject to the following sentence, each Shareholder
hereby appoints Parent and Parent's designees, and each of them individually, as
such Shareholder's proxy and attorney-in-fact (with full power of substitution),
for and in the name, place and stead of such Shareholder, to vote all
Shareholder Shares (at any meeting of shareholders of the Company however called
or any adjournment thereof) held by such Shareholder, or to execute one or more
written consents in respect of the Shareholder Shares held by such Shareholder,
(i) in favor of the adoption of the Merger Agreement and the approval of the
other transactions contemplated by the Merger Agreement, (ii) against any action
or agreement (including, without limitation, any amendment of any agreement)
that would result in a breach of any representation, warranty, covenant,
agreement or other obligation of the Company in the Merger Agreement, (iii)
against any Competing Proposal (including a Competing Proposal that may
constitute a Superior Proposal) and (iv) against any agreement (including,
without limitation, any amendment of any agreement), amendment of the Articles
of Incorporation and Bylaws or other action that is intended or could reasonably
be expected to prevent, impede, interfere with, delay, postpone or discourage
the consummation of the Merger. Such proxy shall (A) be valid and irrevocable
until the termination of this Agreement in accordance with Section 3 hereof and
(B) automatically terminate upon the termination of this Agreement in accordance
with Section 3 hereof. Except with respect to the Pledge (as defined below),
each Shareholder represents that any and all other proxies heretofore given in
respect of Shareholder Shares held by such Shareholder are revocable, and that
such other proxies have been revoked. Each Shareholder affirms that the
foregoing proxy is: (x) given (I) in connection with the execution of the Merger
Agreement and (II) to secure the performance of such Shareholder's duties under
this Agreement, (y) may not be revoked except as otherwise provided in this
Agreement and (z) intended to be irrevocable prior to termination of this
Agreement in accordance with the provisions of the Pennsylvania Business
Corporation Law of 1988, as amended. All authority herein conferred shall
survive the death or incapacity of each Shareholder and shall be binding upon
the heirs, estate, administrators, personal representatives, successors and
assigns of such Shareholder.
(c) Restriction on Transfer; Proxies; Non-Interference.
(i) Except as set forth in Section 1(c)(ii) below, from the
date hereof until any termination of this Agreement in accordance with its
terms, each Shareholder shall not directly or indirectly (A) sell, transfer
(including by operation of law), give, pledge (except for the pledge by the
Joint Revocable Trust of Xxxxxx Xxxxxx and Xxxxx Xxxxxx dated December 14, 1987
(the "Trust") of 316,238 shares of Company Common Stock to Wachovia Bank,
National Association in effect on the date hereof (the "Pledge")), encumber,
assign or otherwise dispose of, or enter into any contract, option or other
arrangement or understanding with respect to the sale, transfer, gift, pledge,
encumbrance, assignment or other disposition of, any Shareholder Shares (or any
right, title or interest thereto or therein) held by such Shareholder, (B)
deposit any Shareholder Shares held by such Shareholder into a voting trust or
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grant any proxies or enter into a voting agreement, power of attorney or voting
trust with respect to any Shareholder Shares held by such Shareholder, (C) take
any action that would make any representation or warranty of such Shareholder
set forth in this Agreement untrue or incorrect in any material respect or have
the effect of preventing, disabling or delaying such Shareholder from performing
any of his, her or its obligations under this Agreement or (D) agree (whether or
not in writing) to take any of the actions referred to in the foregoing clauses
(A), (B) or (C) of this Section 1(c)(i).
(ii) Notwithstanding anything in this Agreement to the
contrary, each Shareholder may, with five (5) days prior written notice to
Parent, transfer any or all of the Shareholder Shares held by such Shareholder
in accordance with provisions of applicable Law: (A) to such Shareholder's
spouse, ancestors or descendants (collectively, "Family Members") or any trust
for any of their benefits or to a charitable trust or (B) to any partnership,
corporation or limited liability company which is wholly owned and controlled by
such Shareholder and/or any such Family Member; provided, however, that in any
such case of (A) or (B), prior to and as a condition to the effectiveness of
such transfer, each person or entity to which any of such Shareholder Shares or
any interest in any of such Shareholder Shares is or may be transferred shall
have executed and delivered to Parent and Purchaser a counterpart of this
Agreement pursuant to which such person or entity shall be bound by all of the
terms and provisions of this Agreement, and shall have agreed in writing with
Parent and Purchaser to hold such Shareholder Shares or interest in such
Shareholder Shares subject to all of the terms and provisions of this Agreement.
(d) No Solicitation. From and after the date hereof until any
termination of this Agreement in accordance with its terms, each Shareholder
shall not, and shall cause its affiliates, directors, officers or employees not
to, and shall use its reasonable best efforts to cause its investment banker,
financial advisor, attorney, accountant or other representative (the
"Shareholder Representatives") retained by it not to, directly or indirectly
through another Person, (i) solicit, initiate or knowingly facilitate or
encourage any Competing Proposal, (ii) participate in any negotiations
regarding, or furnish to any Person any material nonpublic information with
respect to, any Competing Proposal, (iii) engage in discussions with any Person
with respect to any Competing Proposal, (iv) approve or recommend any Competing
Proposal or (v) enter into any letter of intent or similar document or any
agreement or commitment providing for any Competing Proposal. In addition, from
the date hereof until any termination of this Agreement in accordance with its
terms, each Shareholder shall promptly advise Parent in writing, and in no event
later than 24 hours after receipt, if any proposal, offer, inquiry or other
contact is received by, any information is requested from, or any discussions or
negotiations are sought to be initiated or continued with, each Shareholder in
respect of any Competing Proposal, and shall, in any such notice to Parent,
indicate the identity of the Person making such proposal, offer, inquiry or
other contact and the terms and conditions of any proposals or offers or the
nature of any inquiries or contacts. To the extent that a Shareholder serves as
a director of the Company and the provisions of this Section 1(d) conflict with
the rights of directors under Section 7.3 of the Merger Agreement, the parties
shall comply with Section 4(a) hereof.
(e) Conduct of Shareholder. Until any termination of this
Agreement in accordance with its terms, each Shareholder who is not a natural
person (i) shall maintain its status as duly organized, validly existing and in
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good standing under the laws of the jurisdiction of its organization and (ii)
shall not dissolve, merge or combine with any Person, or adopt any plan of
complete or partial liquidation, in each case, without the prior written consent
of Parent, which consent shall not be unreasonably withheld or delayed, it being
agreed that Parent may withhold its consent if in its judgment the proposed
action would jeopardize the benefits intended to be provided to Parent and
Purchaser under this Agreement.
(f) Payment of Merger Consideration at Closing. Notwithstanding
the provisions of Article II of the Merger Agreement, Parent shall use
commercially reasonable efforts to cause the Paying Agent to pay to each
Shareholder party hereto the Common Stock Merger Consideration and Preferred
Stock Merger Consideration (as applicable) for such Shareholder's shares of
Company Common Stock and Company Preferred Stock (as applicable) at the Closing
upon surrender of the certificate(s) for such shares and execution of a
customary letter of transmittal.
(g) Publication. Shareholder shall not issue any press release or
make any other public statement with respect to this Agreement, the Merger
Agreement or the transactions contemplated by the Merger Agreement without the
prior written consent of Parent, except as may be required by applicable Law.
2. Representations and Warranties of Shareholder. Each Shareholder
hereby represents and warrants to Parent and Purchaser as follows:
(a) Organization; Authority. With respect to each Shareholder that
is not a natural person: (i) such Shareholder is duly organized, validly
existing and in good standing under the laws of its jurisdiction of organization
or formation, as the case may be, (ii) such Shareholder has all necessary power
and authority to execute and deliver this Agreement and to perform its
obligations under this Agreement, (iii) the execution, delivery and performance
by such Shareholder of this Agreement and the transactions contemplated hereby
have been duly authorized and approved by all necessary action on the part of
such Shareholder and no further action on the part of such Shareholder is
necessary to authorize the execution and delivery by such Shareholder of this
Agreement or the performance by such Shareholder of its obligations under this
Agreement.
(b) Enforceability. This Agreement has been duly executed and
delivered by such Shareholder and, assuming due and valid authorization,
execution and delivery hereof by Parent and Purchaser, constitutes a valid and
binding obligation of such Shareholder, enforceable against such Shareholder in
accordance with its terms (except as such enforceability may be limited by
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
other similar laws of general applicability relating to or affecting creditor's
rights, and to general equitable principles).
(c) Consents and Approvals; No Violations. No consents or
approvals of, or filings, declarations or registrations with, any Governmental
Entity are necessary for the performance by such Shareholder of his, her or its
obligations under this Agreement, other than such other consents, approvals,
filings, declarations or registrations that, if not obtained, made or given,
would not, individually or in the aggregate, reasonably be expected to prevent
or materially delay the performance by such Shareholder of any of his, her or
its obligations under this Agreement. Neither the execution and delivery of this
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Agreement by such Shareholder, nor the performance by such Shareholder of his,
her or its obligations under this Agreement, will (i) conflict with or violate
any provision of the organizational documents of such Shareholder, if
applicable, or (ii) (A) violate any Law, judgment, writ or injunction of any
Governmental Entity applicable to such Shareholder or any of his, her or its
properties or assets, or (B) violate, conflict with, result in the loss of any
material benefit under, constitute a default (or an event which, with notice or
lapse of time, or both, would constitute a default) under, result in the
termination of or a right of termination or cancellation under, accelerate the
performance required by, or result in the creation of any Lien upon any of the
properties or assets of, such Shareholder under, any of the terms, conditions or
provisions of any note, bond, mortgage, indenture, deed of trust, license,
permit, lease, agreement or other instrument or obligation to which such
Shareholder is a party, or by which such Shareholder or any of his, her or its
properties or assets may be bound or affected, except, in the case of clause
(B), for such violations, conflicts, losses, defaults, terminations,
cancellations, accelerations or Liens as would not, individually or in the
aggregate, reasonably be expected to prevent or materially delay the performance
by such Shareholder of any of his, her or its obligations under this Agreement.
(d) Ownership of Shares. Such Shareholder owns, beneficially and
of record, all of the Shareholder Shares set forth opposite such Shareholder's
name on Schedule I hereto. Such Shareholder owns all of such Shareholder Shares
free and clear of any proxy, voting restriction, adverse claim or other Lien
(other than the Pledge, proxies and restrictions in favor of Parent and
Purchaser pursuant to this Agreement and except for such transfer restrictions
of general applicability as may be provided under the Securities Act and the
"blue sky" laws of the various states of the United States). Without limiting
the foregoing, except for the Pledge, proxies and restrictions in favor of
Parent and Purchaser pursuant to this Agreement and except for such transfer
restrictions of general applicability as may be provided under the Securities
Act and the "blue sky" laws of the various states of the United States, such
Shareholder has sole voting power and sole power of disposition with respect to
all Shareholder Shares held by such Shareholder, with no restrictions on such
Shareholder's rights of voting or disposition pertaining thereto and no Person
other than such Shareholder has any right to direct or approve the voting or
disposition of any Shareholder Shares held by such Shareholder. As of the date
hereof, such Shareholder does not own, beneficially or of record, any securities
of the Company other than the shares of Company Common Stock and Company
Preferred Stock set forth opposite such Shareholder's name on Schedule I hereto.
(e) Brokers. Other than as disclosed in the Merger Agreement, no
broker, investment banker, financial advisor or other Person is entitled to any
broker's, finder's, financial advisor's or other similar fee or commission that
is payable by the Company, Parent or any of their respective subsidiaries in
connection with the Merger based upon arrangements made by or on behalf of
Shareholder.
(f) Security Agreement. The Trust has made available to Parent a
true, correct and complete copy of the Security Agreement, pursuant to which the
Trust makes the Pledge, dated as of May [__], 2007 (the "Security Agreement").
Neither the execution and delivery of this Agreement by the Trust, nor the
performance by the Trust of its obligations under this Agreement, will conflict
with or violate any provision of the Security Agreement. The Trust is not in
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default of its obligations under the Security Agreement and has full voting
rights and authority with respect to all Shareholder Shares that are pledged
thereunder.
3. Termination. This Agreement shall terminate on the first to occur of
(a) the termination of the Merger Agreement in accordance with its terms;
provided that if the Merger Agreement is terminated by the Company pursuant to
Section 9.1(g) thereof, this Agreement shall terminate on the date that Parent
shall have received the Termination Fee; and (b) the first business day after
the Effective Time. Notwithstanding the foregoing, (i) nothing herein shall
relieve any party from liability for fraud or any willful breach of this
Agreement and (ii) the provisions of this Section 3, Section 4, paragraphs (c)
and (d) of Section 2 and the recitals in this Agreement, shall survive any
termination of this Agreement.
4. Miscellaneous.
(a) Action in Shareholder Capacity Only. The parties acknowledge
that this Agreement is entered into by each Shareholder in his, her or its
capacity as owner of the Shareholder Shares and that nothing in this Agreement
shall in any way restrict or limit any director or officer of the Company from
taking any action in his or her capacity as a director or officer of the Company
that is necessary for him or her to comply with his or her fiduciary duties as a
director or officer of the Company, including, without limitation, participating
in his or her capacity as a director of the Company in any discussions or
negotiations in accordance with Section 7.3 of the Merger Agreement.
(b) Expenses. Except as otherwise expressly provided in this
Agreement, the Merger Agreement or the Consulting Agreements to be entered into
between the Company and each of Messrs. Xxxxxx Xxxxxx and Xxxxxx Xxxxxxx, all
costs and expenses incurred in connection with the transactions contemplated by
this Agreement shall be paid by the party incurring such costs and expenses.
(c) Additional Shares. Until any termination of this Agreement in
accordance with its terms, each Shareholder shall promptly notify Parent of the
number of shares of Company Capital Stock, if any, that such Shareholder
acquires record or beneficial ownership after the date hereof. Any shares of
Company Capital Stock that such Shareholder acquires record or beneficial
ownership after the date hereof and prior to termination of this Agreement shall
be deemed Shareholder Shares for purposes of this Agreement. Without limiting
the foregoing, in the event of any stock split, stock dividend or other change
in the capital structure of the Company affecting the Company Common Stock or
Company Preferred Stock, the number of shares constituting Shareholder Shares
shall be adjusted appropriately and this Agreement and the obligations hereunder
shall attach to any additional shares of Company Common Stock or other voting
securities of the Company issued to each Shareholder in connection therewith.
(d) Definition of "Beneficial Ownership". For purposes of this
Agreement, "beneficial ownership" with respect to (or to "own beneficially") any
securities shall mean having "beneficial ownership" of such securities (as
determined pursuant to Rule 13d-3 under the Exchange Act), including pursuant to
any agreement, arrangement or understanding, whether or not in writing.
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(e) Further Assurances. From time to time, at the request of
Parent and without further consideration, Shareholder shall execute and deliver
such additional documents and take all such further action as may be reasonably
required to consummate and make effective, in the most expeditious manner
practicable, the transactions contemplated by this Agreement.
(f) Entire Agreement; No Third Party Beneficiaries. This Agreement
constitutes the entire agreement, and supersedes all prior agreements and
understandings, both written and oral, among the parties, or any of them, with
respect to the subject matter hereof. This Agreement is not intended to and
shall not confer upon any Person other than the parties hereto any rights
hereunder.
(g) Assignment; Binding Effect. Except as set forth in Section
1(c)(ii), neither this Agreement nor any of the rights, interests or obligations
hereunder shall be assigned by any of the parties hereto (whether by operation
of law or otherwise) without the prior written consent of the other parties,
except that Purchaser may assign its rights and interests hereunder to Parent or
to any wholly-owned subsidiary of Parent if such assignment would not cause a
delay in the consummation of any of the transactions under the Merger Agreement,
provided that no such assignment shall relieve Purchaser of its obligations
hereunder if such assignee does not perform such obligations. Subject to the
preceding sentence, this Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their respective successors and permitted
assigns. Any purported assignment not permitted under this Section or Section
1(c)(ii) shall be null and void.
(h) Amendments; Waiver. This Agreement (including this paragraph)
may not be amended or supplemented, except by a written agreement executed by
the parties hereto. Any party to this Agreement may (A) waive any inaccuracies
in the representations and warranties of any other party hereto or extend the
time for the performance of any of the obligations or acts of any other party
hereto or (B) waive compliance by the other party with any of the agreements
contained herein. Notwithstanding the foregoing, no failure or delay by Parent
or Purchaser in exercising any right 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 other right hereunder. Any agreement on
the part of a party hereto to any such extension or waiver shall be valid only
if set forth in an instrument in writing signed on behalf of such party.
(i) Severability. If any term or other provision of this Agreement
is determined by a court of competent jurisdiction to be invalid, illegal or
incapable of being enforced by any rule of law or public policy, all other
terms, provisions and conditions of this Agreement shall nevertheless remain in
full force and effect. Upon such determination that any term or other provision
is invalid, illegal or incapable of being enforced, the parties hereto shall
negotiate in good faith to modify this Agreement so as to effect the original
intent of the parties as closely as possible to the fullest extent permitted by
applicable law in an acceptable manner to the end that the transactions
contemplated hereby are fulfilled to the extent possible.
(j) Counterparts. This Agreement may be executed in two or more
separate counterparts, each of which shall be deemed to be an original but all
of which taken together shall constitute one and the same agreement. This
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Agreement shall become effective when each party hereto shall have received
counterparts hereof signed by the other parties hereto.
(k) Descriptive Headings. Headings of Sections and subsections of
this Agreement are for convenience of the parties only, and shall be given no
substantive or interpretive effect whatsoever.
(l) Notices. All notices, requests and other communications to any
party hereunder shall be in writing (including facsimile transmission) and shall
be given,
if to Parent or Purchaser, to:
c/x Xxx Equity Partners, LLC
000 Xxxxx Xxxxxx, Xxxxxxxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxxx Xxxxxxxx
Facsimile: 212.702.3787
with a copy (which shall not constitute notice) to:
Weil, Gotshal & Xxxxxx LLP
000 Xxxxx Xxxxxx, Xxxxxx-Xxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx X. Xxxxxx
Facsimile: 212.310.8007
and, if to a Shareholder, to the addresses set forth opposite such
Shareholder's name on Schedule I hereto, with a copy to such Shareholder's
counsel as set forth in Schedule I hereto, or such other address or facsimile
number as such party may hereafter specify for the purpose by notice to the
other parties hereto. All such notices, requests and other communications shall
be deemed received on the date of receipt by the recipient thereof if received
prior to 5 P.M. in the place of receipt and such day is a business day in the
place of receipt. Otherwise, any such notice, request or communication shall be
deemed not to have been received until the next succeeding business day in the
place of receipt.
(m) Drafting. The parties hereto have participated collectively in
the negotiation and drafting of this Agreement and, in the event an ambiguity or
question of intent or interpretation arises, this Agreement shall be construed
as collectively drafted by the parties hereto and no presumption or burden of
proof shall arise favoring or disfavoring any party by virtue of the authorship
of any provision of this Agreement.
(n) Governing Law; Enforcement; Jurisdiction; Waiver of Jury
Trial.
(i) This Agreement shall be governed by, and construed in
accordance with, the laws of the Commonwealth of Pennsylvania, applicable to
contracts executed in and to be performed entirely within that State.
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(ii) All actions and proceedings arising out of or relating
to this Agreement shall be heard and determined in any state or federal court
sitting in the Commonwealth of Pennsylvania, and the parties hereto hereby
irrevocably submit to the exclusive jurisdiction of such courts (and, in the
case of appeals, appropriate appellate courts therefrom) in any such action or
proceeding and irrevocably waive the defense of an inconvenient forum to the
maintenance of any such action or proceeding. The consents to jurisdiction set
forth in this paragraph shall not constitute general consents to service of
process in the Commonwealth of Pennsylvania and shall have no effect for any
purpose except as provided in this paragraph and shall not be deemed to confer
rights on any person or entity other than the parties hereto. The parties hereto
agree that a final judgment in any such action or proceeding shall be conclusive
and may be enforced in other jurisdictions by suit on the judgment or in any
other manner provided by applicable law.
(iii) Each of the parties hereto hereby irrevocably waives any
and all rights to trial by jury in any legal proceeding arising out of or
related to this Agreement.
(iv) The parties agree that irreparable damage would occur in
the event that any of the provisions of this Agreement were not performed in
accordance with their specific terms or were otherwise breached. It is
accordingly agreed that the parties shall be entitled to an injunction or
injunctions to prevent breaches of this Agreement and to enforce specifically
the terms and provisions of this Agreement in any state or federal court sitting
in the Commonwealth of Pennsylvania, without bond or other security being
required, this being in addition to any other remedy to which they are entitled
at law or in equity.
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed as of the date first above written.
DSI HOLDINGS, LLC
By: /s/ Xxxxxx Xxxxxxx
--------------------------------
Name: Xxxxxx Xxxxxxx
Title: Authorized Signatory
DSI ACQUISITION, INC.
By: /s/ Xxxxxx Xxxxxxx
--------------------------------
Name: Xxxxxx Xxxxxxx
Title: President
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SHAREHOLDERS:
ROUNICK FAMILY PARTNERSHIP
By: /s/ Xxxxxx Xxxxxxx
---------------------------------
Name: Xxxxxx Xxxxxxx
Title: Partner
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MJR GRIT
By: /s/ Xxxx X. Xxxxxxx
---------------------------------
Name: Xxxx X. Xxxxxxx
Title: Co-Trustee
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THE JOINT REVOCABLE TRUST OF XXXXXX
XXXXXXX & XXXX XXXXXXX DATED DECEMBER 21,
1987
By: /s/ Xxxxxx Xxxxxxx
---------------------------------
Name: Xxxxxx Xxxxxxx
Title: Co-Trustee
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THE JOINT REVOCABLE TRUST OF XXXXXX
XXXXXXX & XXXX XXXXXXX DATED DECEMBER 21,
1987
By: /s/ Xxxx Xxxxxxx
---------------------------------
Name: Xxxx Xxxxxxx
Title: Co-Trustee
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/s/ Xxxxxx Xxxxxxx
---------------------------------
XXXXXX XXXXXXX, individually
15
IRREVOCABLE TRUST OF XXXXXX XXXXXXX DATED
JANUARY 6, 1978 F/B/O XXXXXXX XXXXXXX
By: /s/ Xxxxxx Xxxxxxx
---------------------------------
Name: Xxxxxx Xxxxxxx
Title: Trustee
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IRREVOCABLE TRUST OF XXXXXX XXXXXXX DATED
JANUARY 6, 1978 F/B/O XXXXX XXXXXXX
By: /s/ Xxxxxx Xxxxxxx
---------------------------------
Name: Xxxxxx Xxxxxxx
Title: Trustee
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THE JOINT REVOCABLE TRUST OF XXXXXX
XXXXXX AND XXXXX XXXXXX DATED DECEMBER
14, 1987
By: /s/ Xxxxxx Xxxxxx
---------------------------------
Name: Xxxxxx Xxxxxx
Title: Co-Trustee
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THE JOINT REVOCABLE TRUST OF XXXXXX
XXXXXX AND XXXXX XXXXXX DATED DECEMBER
14, 1987
By: /s/ Xxxxx Xxxxxx
---------------------------------
Name: Xxxxx Xxxxxx
Title: Co-Trustee
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WEINER HOLDING COMPANY
By: /s/ Xxxxxx Xxxxxx
---------------------------------
Name: Xxxxxx Xxxxxx
Title: Partner
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WEINER HOLDING COMPANY II
By: /s/ Xxxxxx Xxxxxx
---------------------------------
Name: Xxxxxx Xxxxxx
Title: Partner
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PBW GRIT
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Name: Xxxxx X. Xxxxx
Title: Co-Trustee
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WW GRIT
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Name: Xxxxx X. Xxxxx
Title: Co-Trustee
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/s/ Xxxxxx Xxxxxx
-------------------------------
XXXXXX XXXXXX, individually
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IRREVOCABLE TRUST U/A/D DECEMBER 20, 1985
BY XXXXX XXXXXX F/B/O XXXXXX XXXXXX
By: /s/ Xxxxxx Xxxxxx
---------------------------------
Name: Xxxxxx Xxxxxx
Title: Trustee
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IRREVOCABLE TRUST U/A/D DECEMBER 20, 1985
BY XXXXX XXXXXX F/B/O XXXXXX XXXXXX
By: /s/ Xxxxxx Xxxxxx
---------------------------------
Name: Xxxxxx Xxxxxx
Title: Trustee
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U/A NOVEMBER 8, 1983 BY XXXXX XXXXXX FOR
XXXXXXXXXXX XXXXXX
By: /s/ Xxxxxx Xxxxxx
---------------------------------
Name: Xxxxxx Xxxxxx
Title: Trustee
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U/A DATED DECEMBER 27, 1999 BY XXXXX
XXXXXX, 1999 TRUST F/B/O JORDIN XXXXXXXXX
XXXX
By: /s/ Xxxxxx Xxxxxx
---------------------------------
Name: Xxxxxx Xxxxxx
Title: Trustee
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U/A DATED DECEMBER 29, 2001 BY XXXXX
XXXXXX, 2001 TRUST F/B/O XXXXX XXXX BLOCK
By: /s/ Xxxxxx Xxxxxx
---------------------------------
Name: Xxxxxx Xxxxxx
Title: Trustee
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U/A DATED MAY 3, 2003 BY XXXXX XXXXXX,
TRUST F/B/O XXXXXXX XXXXX CARP
By: /s/ Xxxxxx Xxxxxx
---------------------------------
Name: Xxxxxx Xxxxxx
Title: Trustee
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By: /s/ Xxxxxx Xxxxxxx
---------------------------------
By: /s/ Xxxx X. Xxxxxxx
---------------------------------
Name: XXXXXX XXXXXXX AND XXXX X.
XXXXXXX, in joint tenancy
31
IRREVOCABLE TRUST OF XXXX X. XXXXXXX
DATED JANUARY 28, 1978 F/B/O XXX XXX
XXXXXXX
By: /s/ Xxxx X. Xxxxxxx
---------------------------------
Name: Xxxx X. Xxxxxxx
Title: Trustee
32
IRREVOCABLE TRUST OF XXXX X. XXXXXXX
DATED JANUARY 28, 1978 F/B/O XXXX XXXXX
XXXXXXX
By: /s/ Xxxx X. Xxxxxxx
---------------------------------
Name: Xxxx X. Xxxxxxx
Title: Trustee
33
/s/ Xxxx X. Xxxxxxx
-------------------------------
XXXX X. XXXXXXX, individually
34
SCHEDULE I
See Attached.
35
SCHEDULE I
----------
Rounick Family Partnership
MJR GRIT
The Joint Revocable Trust of Xxxxxx Xxxxxxx & Xxxx Xxxxxxx Dated
December 21, 1987
Xxxxxx Xxxxxxx
Irrevocable Trust of Xxxxxx Xxxxxxx Dated January 6, 1978 F/B/O Xxxxxxx
Xxxxxxx
Irrevocable Trust of Xxxxxx Xxxxxxx Dated January 6, 1978 F/B/O Xxxxx
Xxxxxxx
The Joint Revocable Trust of Xxxxxx Xxxxxx and Xxxxx Xxxxxx Dated
December 14, 1987
Weiner Holding Company
Weiner Holding Company II
PBW GRIT
WW GRIT
Xxxxxx Xxxxxx
Irrevocable Trust U/A/D December 20, 1985 by Xxxxx Xxxxxx F/B/O Xxxxxx
Xxxxxx
Irrevocable Trust U/A/D December 20, 1985 by Xxxxx Xxxxxx F/B/O Xxxxxx
Xxxxxx
U/A November 8, 1983 By Xxxxx Xxxxxx For Xxxxxxxxxxx Xxxxxx
U/A Dated December 27, 1999 By Xxxxx Xxxxxx, 1999 Trust F/B/O Jordin
Xxxxxxxxx Xxxx
U/A Dated December 29, 2001 By Xxxxx Xxxxxx, 2001 Trust F/B/O Xxxxx
Xxxx Block
U/A Dated May 3, 2003 By Xxxxx Xxxxxx, Trust F/B/O Xxxxxxx Xxxxx Xxxx
Xxxxxx Rounck and Xxxx X. Xxxxxxx, in joint tenancy
Irrevocable Trust of Xxxx X. Xxxxxxx Dated January 28, 1978 F/B/O Xxx
Xxx Xxxxxxx
Irrevocable Trust of Xxxx X. Xxxxxxx Dated January 28, 1978 F/B/O Xxxx
Xxxxx Xxxxxxx
Xxxx X. Xxxxxxx
