EXHIBIT 4.1
PRINCIPAL SHAREHOLDERS' AGREEMENT (this "Agreement"), dated as of May
___, 2003, by and among Amazing Savings Holding LLC, a Delaware limited
liability company ("Purchaser"), and the other persons who are signatories
hereto (each a "Shareholder" and, collectively, the "Shareholders").
RECITALS:
WHEREAS, concurrently with the execution and delivery of this
Agreement, Odd Job Stores, Inc., an Ohio corporation (the "Company"), and
Purchaser are entering into a Tender Agreement of even date herewith (the
"Tender Agreement");
WHEREAS, as of the date hereof, each Shareholder is the record and
beneficial owner of the number of shares of common stock, without par value, of
the Company (the "Company Common Stock") set forth opposite such Shareholder's
name on Schedule I hereto (with respect to each Shareholder, such Shares,
together with any other shares of Company Common Stock acquired by such
Shareholder after the date hereof, being referred to collectively as such
"Shareholder Shares"); and
WHEREAS, the Shareholders have executed a written consent (the
"Shareholder Consent") to amend the Company's Amended and Restated Code of
Regulations to render inapplicable Section 1701.831 of the Ohio Revised Code to
the Company (the "Opt Out");
WHEREAS, the Opt Out shall become effective 20 calendar days after the
Company has sent to its shareholders an information statement on Schedule 14C
relating thereto (the "Information Statement");
WHEREAS, as a condition to its willingness to enter into the Tender
Agreement, Purchaser has required that each Shareholder enter into this
Agreement and, in order to induce Purchaser to enter into the Tender Agreement,
each Shareholder is 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. Certain Definitions. Capitalized terms used but not otherwise
defined in this Agreement have the meanings ascribed to them in the Tender
Agreement.
2. Agreements of Shareholders.
(a) Tender. Unless this Agreement shall have been
terminated in accordance with its terms, each Shareholder agrees that it shall
(i) as promptly as practicable and in any event within ten business days after
the commencement of the Offer, validly tender all of such Shareholder's Shares
into the Offer, pursuant to and in accordance with the terms of the Offer, and
(ii) not withdraw any of such Shareholder's Shares from the Offer.
(b) Voting; Written Consent. From and after 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 agrees that it shall vote all of such Shareholder's Shares (or cause
them to be voted), or execute written consents in respect thereof, (i) in favor
of the Purchaser's acquisition of the majority or more of the voting power of
the Company, (ii) against any action or agreement that would result in a breach
of any representation, warranty, covenant, agreement or other obligation of the
Company contained in the Tender Agreement, (iii) against any Takeover Proposal
and (iv) against any agreement, amendment of the Company Charter Documents or
other action that is intended or could reasonably be expected to prevent,
impede, interfere with, delay, postpone or discourage the consummation of the
Offer or that would revoke or otherwise be inconsistent with the Shareholder
Consent or the Opt Out. 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).
(c) Restriction on Transfer; Proxies; Non-Interference;
etc. From and after the date hereof until any termination of this Agreement in
accordance with its terms, each Shareholder agrees that it shall not (i) sell,
transfer (including by operation of law), give, 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, (ii) deposit any of
such Shareholder's Shares into a voting trust or grant any proxies or enter into
a voting agreement, power of attorney or voting trust with respect to any
Shareholder Shares or (iii) take any action that would make any representation
or warranty of the Shareholders set forth in this Agreement untrue or incorrect
in any material respect or have the effect of preventing, disabling or
materially delaying the Shareholders from performing any of their obligations
under this Agreement.
(d) No Solicitation. Each Shareholder agrees that it
shall immediately cease, and shall cause its affiliates and its and its
affiliates' respective directors, officers, employees, investment bankers,
attorneys, accountants and other representatives (hereinafter referred to
collectively as such "Shareholder's Representatives") to cease, any discussions
or negotiations with any Person that may be ongoing with respect to a Takeover
Proposal and use its reasonable best efforts to obtain the return from all such
Persons or cause the destruction of all copies of confidential information
provided to such parties by such Shareholder or its representatives that are
still in the possession of such Persons. From and after the date hereof until
any termination of this Agreement in accordance with its terms, each Shareholder
agrees that it shall not, and shall cause such Shareholder Representative not
to, directly or indirectly (i) solicit, initiate or knowingly encourage the
initiation of (including by way of furnishing information that has not been
previously publicly disseminated) any inquiries or proposals that constitute, or
may reasonably be expected to lead to, any Takeover Proposal or (ii) participate
in any discussions with any third party regarding, or furnish to any third party
any non-public information with respect to, or assist or facilitate, any
Takeover Proposal. In addition,
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from and after the date hereof until any termination of this Agreement in
accordance with its terms, each Shareholder agrees that it shall promptly advise
Purchaser, orally and in writing, and in no event later than 48 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, such Shareholder or such Shareholder's
Representatives in respect of any Takeover Proposal, and shall, in any such
notice to Purchaser, 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 (and shall include with such
notice copies of any written materials received from or on behalf of such Person
relating to such proposal, offer, inquiry or request), and thereafter shall keep
Purchaser informed, on a reasonably current basis and in reasonable detail, of
all material developments affecting the status and terms of any such proposals,
offers, inquiries or requests (and the Shareholders shall provide Purchaser with
copies of any additional written materials received that relate to such
proposals, offers, inquiries or requests) and of the status of any such
discussions or negotiations. As used in this paragraph, "affiliates" of the
Shareholders shall not include the Company and nothing contained in this Section
2(d) shall restrict any Shareholder's Representative who is a director of the
Company from taking any action in such capacity that is permitted by the terms
of the Tender Agreement.
(e) Conduct of Shareholders. Until any termination of
this Agreement in accordance with its terms, each Shareholder agrees, to the
extent not a natural person, that it (i) shall maintain its status as duly
organized, validly existing and in 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 Purchaser, which consent shall not be
unreasonably withheld or delayed, it being agreed that Purchaser may withhold
its consent if in its judgment the proposed action would jeopardize the benefits
intended to be provided to Purchaser under this Agreement.
(f) Publication. Each Shareholder consents to Purchaser
publishing and disclosing in the Offer Documents such Shareholder's identity and
ownership of Company Common Stock and the nature of such Shareholder's
commitments, arrangements and understandings contained in this Agreement.
3. Representation and Warranties of Purchaser. Purchaser hereby
represents and warrants to the Shareholders as follows:
(a) Corporate Organization. Purchaser is a limited
liability company duly organized, validly existing and in good standing under
the Limited Liability Company Act of Delaware.
(b) Authority. Purchaser has all necessary limited
liability company power and authority to execute and deliver this Agreement and
to consummate the Transactions. The execution, delivery and performance by
Purchaser of this Agreement, and the consummation of the Transactions, have been
duly authorized and approved by both of its Voting Members and no other limited
liability company action on the part of
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Purchaser is necessary to authorize the execution and delivery by Purchaser of
this Agreement and the consummation by it of the Transactions. This Agreement
has been duly executed and delivered by Purchaser and, assuming due and valid
authorization, execution and delivery hereof by each Shareholder, constitutes a
valid and binding obligation of Purchaser, enforceable against it in accordance
with its terms.
(c) Consents and Approvals; No Violations.
(i) Except for the filing with the SEC of the
Offer Documents and an Information Statement in definitive form relating to the
Opt Out, the filing with the ODS of the Form 041 and other filings required
under, and compliance with other applicable requirements of, the Exchange Act
and the rules of The Nasdaq Stock Market, no consents or approvals of, or
filings, declarations or registrations with, any Governmental Entity are
necessary for the consummation by Purchaser of the Transactions, 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 Purchaser of any
of its respective obligations under this Agreement.
(ii) Neither the execution and delivery of this
Agreement by Purchaser, nor the consummation by Purchaser of the Transactions,
nor compliance by Purchaser with any of the terms or provisions hereof, will (A)
conflict with or violate any provision of the certificate of formation or
operating agreement of Purchaser or (B) assuming that the authorizations,
consents, approvals and filings referred to in Section 3(c)(i) are obtained and
made, violate any Law, judgment, writ or injunction of any Governmental Entity
applicable to Purchaser.
4. Representations and Warranties of Shareholders. Each Shareholder
hereby severally represents and warrants to Purchaser as follows:
(a) Organization; Authority.
(i) If such Shareholder is a limited partnership
or corporation, such Shareholder is a corporation or limited partnership, as
applicable, duly organized, validly existing and in good standing under the laws
of its jurisdiction of formation or incorporation, as applicable. Such
Shareholder has all necessary partnership or corporate power and authority to
execute and deliver this Agreement and to consummate the transactions
contemplated hereby. The execution, delivery and performance by such Shareholder
of this Agreement, and the consummation of the transactions contemplated hereby,
have been duly authorized and approved by all necessary partnership or corporate
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 and the consummation by such Shareholder of the
transactions contemplated hereby.
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(ii) This Agreement has been duly executed and
delivered by such Shareholder and, assuming due and valid authorization,
execution and delivery hereof by Purchaser, constitutes a valid and binding
obligation of such Shareholder, enforceable against such Shareholder in
accordance with its terms.
(b) Consents and Approvals; No Violations.
(i) No consents or approvals of, or filings,
declarations or registrations with, any Governmental Entity are necessary for
the consummation by such Shareholder of the transactions contemplated by 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 its obligations under this Agreement.
(ii) Neither the execution and delivery of this
Agreement by such Shareholder, nor the consummation by such Shareholder of the
transactions contemplated hereby, nor compliance by such Shareholder with any of
the terms or provisions hereof, will (A) in the case of a Shareholder that is a
limited partnership or corporation, conflict with or violate any provision of
the limited partnership agreement, certificate of incorporation, by-laws or
other organizational documents, as applicable, of such Shareholder or (B)
assuming that the authorizations, consents, approvals and filings referred to in
Section 3(c)(i) are obtained and made, (x) violate any Law, judgment, writ or
injunction of any Governmental Entity applicable to such Shareholder or any of
its properties or assets, or (y) 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 it or any of its properties or assets may be
bound or affected, except, in the case of this 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 its
obligations under this Agreement.
(c) Ownership of Shares. Such Shareholder owns,
beneficially and of record, all of the Shareholder's Shares set forth opposite
such Shareholder's name on Schedule I hereto. Such Shareholder owns all of its
Shareholder's Shares free and clear of any proxy, voting restriction, adverse
claim or other Lien (other than restrictions in favor of 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 restrictions in favor of 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
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voting power and sole power of disposition with respect to all such Shareholder
Shares, 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 such Shareholder's
Shares. As of the date hereof, such Shareholder does not own, beneficially or of
record, any securities of the Company other than the Shareholder's Shares as set
forth opposite such Shareholder's name on Schedule I hereto.
(d) Brokers. Other than Xxxxxx Xxxxxx, 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, Purchaser or any of their respective subsidiaries in
connection with the Transactions based upon arrangements made by or on behalf of
any Shareholder.
5. Termination. This Agreement shall terminate on the first to occur of
(a) the termination of the Tender Agreement in accordance with its terms and (b)
the day after Company Common Stock is accepted for purchase pursuant to the
Offer. Notwithstanding the foregoing, (i) nothing herein shall relieve any party
from liability for breach of this Agreement prior to such termination and (ii)
the provisions of this Section 5 and Section 6 shall survive any termination of
this Agreement.
(a) If (a) the Tender Agreement is terminated by (i) the
Company pursuant to Section 5.1(c)(ii) of the Tender Agreement or (ii) Purchaser
pursuant to Section 5.1(d) of the Tender Agreement as a result of the existence
of the conditions set forth in paragraphs (c), (e) or (g) of Annex A of the
Tender Agreement and (b) concurrently with or at any time within 18 months after
the date of any such termination, such Shareholder consummates (including,
without limitation, pursuant to a Takeover Proposal) the sale, transfer or other
disposition for value ("Sale") of any or all of the Shareholder's Shares to or
with any Person for consideration per share in excess of the Offer Price, then
such Shareholder shall, within three business days after the consummation of
such Sale, pay 40% of the excess, if any, of the per Share consideration
received by such Shareholder in such Sale in excess of the Offer Price. Any such
payment shall be made to Purchaser in the same form and in the same proportion
as was received by such Shareholder, with any non-cash consideration being
valued at fair market value as of the date received by such Shareholder.
6. Miscellaneous.
(a) Action in Shareholder Capacity Only. The parties
acknowledge that this Agreement is entered into by each Shareholder in its
capacity as owner of its Shareholder's Shares and that nothing in this Agreement
shall in any way restrict or limit any director of the Company from taking any
action in his capacity as a director of the Company that is necessary for him to
comply with his fiduciary duties as a director of the Company, including,
without limitation, participating in his capacity as a director of the Company
in any discussions or negotiations permitted by Section 4.2 of the Tender
Agreement.
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(b) Expenses. 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
Purchaser of the number of Shares, if any, as to which such Shareholder acquires
record or beneficial ownership after the date hereof. Any Shares as to which
such Shareholder acquires record or beneficial ownership after the date hereof
and prior to termination of this Agreement shall be such Shareholder's 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, the number of Shares constituting
each Shareholder's 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.
(e) Further Assurances. From time to time, at the request
of Purchaser and without further consideration, each 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. 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 any wholly-owned subsidiary of Purchaser, if
any, if such assignment would not cause a delay in the consummation of any of
the Transactions, provided that no such assignment shall relieve Purchaser of
its obligations hereunder. 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 shall be null and void.
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(h) Amendments; Waiver. This Agreement 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 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 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 Purchaser, to:
Amazing Savings Holding LLC
00 Xxxxxxxx Xx.
X.X. Xxx 00
Xxxxxxxxxxxxx, XX 00000
Attention: Xxx Xxxxxxxxx
Facsimile: (000) 000-0000
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with a copy (which shall not constitute notice) to:
Weil, Gotshal & Xxxxxx LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxx X. Xxxxxxx
Facsimile: (000) 000-0000
if to Shareholders, to:
at the location and facsimile numbers set forth on
Schedule I
with a copy (which shall not constitute notice) to:
Xxxx Xxxxxxxx
0000 X. Xxxxx Xx.
0000 Xxxxxxxx Xxxxx
Xxxxxxxxx, Xxxx 00000
Attn: Xxxx X. Xxxxxxxxxxx, Esq.
Fax: 000-000-0000
and
Xxxxx, Day
Xxxxx Xxxxx
000 Xxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxx, Xx.
Facsimile: (000) 000-0000
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
jointly 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 jointly 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.
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(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 STATE OF OHIO, WITHOUT REGARD TO
THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF.
(ii) 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 COURT OF THE UNITED STATES
LOCATED IN THE STATE OF OHIO OR NEW YORK OR IN OHIO OR NEW YORK STATE COURT,
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.
(iii) EACH OF THE PARTIES HERETO (A) CONSENTS TO
SUBMIT ITSELF TO THE PERSONAL JURISDICTION OF ANY FEDERAL COURT LOCATED IN THE
STATE OF OHIO OR NEW YORK OR ANY OHIO OR NEW YORK STATE COURT IN THE EVENT ANY
DISPUTE ARISES OUT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED
HEREBY, (B) AGREES THAT IT WILL NOT ATTEMPT TO DENY OR DEFEAT SUCH PERSONAL
JURISDICTION BY MOTION OR OTHER REQUEST FOR LEAVE FROM ANY SUCH COURT AND (C)
AGREES THAT IT WILL NOT BRING ANY ACTION RELATING TO THIS AGREEMENT OR ANY OF
THE TRANSACTIONS CONTEMPLATED HEREBY IN ANY COURT OTHER THAN A FEDERAL OR STATE
COURT SITTING IN THE STATE OF OHIO OR NEW YORK.
(iv) 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 OR THE TRANSACTIONS CONTEMPLATED
HEREBY.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed as of the date first above written.
AMAZING SAVINGS HOLDING LLC
By:/s/ Xxx Xxxxxxxxx
------------------------
Name: Xxx Xxxxxxxxx
Title:
ZS MAZEL L.P.
By: /s/ Xxxxxx Xxxxx
-----------------------
Name: Xxxxxx Xxxxx
Title:
ZS XXXXX XX, L.P.
By: /s/ Xxxxxx Xxxxx
-----------------------
Name: Xxxxxx Xxxxx
Title:
ZS MAZEL INC.
By: /s/ Xxxxxx Xxxxx
-----------------------
Name: Xxxxxx Xxxxx
Title:
MAZEL/D&K, INC.
By: /s/ Xxxxx Xxxxx
-----------------------
Name: Xxxxx Xxxxx
Title:
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SCHEDULE I TO PRINCIPAL SHAREHOLDERS' AGREEMENT
Name and Address of Shareholder Number of Shares Owned
------------------------------- ----------------------
1. ZS Mazel L.P. 1,978,530
2. ZS Xxxxx XX, L.P. 450,698
3. ZS Mazel Inc. 302,555
4. Mazel/D&K, Inc. 2,058,105
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