EXHIBIT B
STOCKHOLDERS VOTING AGREEMENT
Among
Xxxx X. Xxxxx, as Designated Agent
and the Participating Stockholders identified on EXHIBIT A hereto
Dated: October 19, 2001
TABLE OF CONTENTS
1. VOTING AGREEMENT....................................................1
2. IRREVOCABLE PROXY...................................................2
3. POWERS AND DUTIES OF DESIGNATED AGENT...............................2
4. PURPOSE.............................................................4
5. CHANGES IN COMMON STOCK.............................................4
6. REPRESENTATIONS AND WARRANTIES OF STOCKHOLDERS; INDEMNIFICATION.....4
7. COVENANTS AND AGREEMENTS OF STOCKHOLDERS............................5
8. COMPLIANCE WITH PROXY RULES.........................................6
9. RESIGNATION OF DESIGNATED AGENT.....................................6
10. SUCCESSOR PROXY.....................................................7
12. TERM OF AGREEMENT...................................................7
12. EFFECT OF TERMINATION...............................................7
13. NOTICE..............................................................7
14. PAYMENT OF EXPENSES AND TAXES.......................................8
15. AMENDMENT OF AGREEMENT..............................................8
16. INJUNCTIVE RELIEF...................................................8
17. CONSTRUCTION OF AGREEMENT...........................................9
18. MISCELLANEOUS.......................................................9
Exhibit A...................................................................A-1
Exhibit B...................................................................B-1
Exhibit C...................................................................C-1
Exhibit D...................................................................D-1
Schedule 1..................................................................S-1
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STOCKHOLDERS VOTING AGREEMENT
This STOCKHOLDERS VOTING AGREEMENT made this 19th day of October, 2001 by
and among Xxxx X. Xxxxx, an individual (the "DESIGNATED AGENT") and each of the
stockholders identified on EXHIBIT A hereto (the "PARTICIPATING STOCKHOLDERS",
and together with the Designated Agent, collectively referred to herein as the
"STOCKHOLDERS").
WHEREAS, the Stockholders are each an owner of issued and outstanding
shares of Common Stock, par value $1.00 per share (the "STOCK") of HMI
Industries Inc., a Delaware corporation (the "COMPANY");
WHEREAS, the Stockholders deem it to be in the best interest of the Company
and its stockholders to enter into this Agreement and to grant to the Designated
Agent an irrevocable proxy (the "PROXY") in connection herewith;
WHEREAS, all of the Participating Stockholders agree that the irrevocable
proxy is coupled with an interest; and
WHEREAS, the Stockholders desire to enter into an agreement to be
specifically enforceable against each of them pursuant to which they agree to
vote and sell their shares of Owned Stock (as such term is defined in Section 1
hereof) in accordance with this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants contained herein,
the Stockholders hereby agree as follows:
1. Voting Agreement. Each Participating Stockholder hereby agrees to vote
all of the Stock now or hereafter owned of record, beneficially owned, or
controlled by such Participating Stockholder ("OWNED STOCK"), as directed by the
Designated Agent, in the Designated Agent's sole and absolute discretion. This
will include each and every matter submitted to the Company's stockholders for
stockholder vote, consent, waiver, release, or other action and the right to
take part in any corporate or stockholders' action, whether ordinary or
extraordinary, and on any other matter that the Designated Agent may request.
The right of the Designated Agent to direct the vote of the Participating
Stockholders in their capacities as stockholders (or vote on behalf of the
Participating Stockholders pursuant to Section 2 hereof) includes, but is not
limited to, votes relating to: (a) the sale or merger of the Company; (b) the
1
purchase or sale of assets by the Company; (c) fixing the number and election of
Directors of the Company; (d) changing the Company's capital structure; (e)
amending the Company's Certificate of Incorporation or Bylaws; and (f)
reclassifying the Company's capital stock. The Participating Stockholders will
not have any right under this Agreement or otherwise, with respect to any matter
on which they are entitled to vote as stockholders of the Company, to vote or to
take part in any corporate or stockholders' action or to do or perform any act
or thing that stockholders of the Company are now or may hereafter become
entitled to do or to perform, EXCEPT as may be directed by the Designated Agent.
Notwithstanding the foregoing, however, this Agreement will not affect the right
of a Participating Stockholder, in such Participating Stockholder's capacity as
a stockholder of the Company, to receive distributions, assets, dividends,
evidences of indebtedness, or otherwise, that may be distributed by the Company
to its stockholders from time to time, nor effect or compromise any rights,
fiduciary obligations, or duties of a Participating Stockholder in such
Participating Stockholder's capacity as a member of the Board of Directors of
the Company, any committee thereof, or as an employee of the Company.
2. Irrevocable Proxy. In order to insure the obligations of each of the
Participating Stockholders to vote such Participating Stockholder's Owned Stock
in accordance with the provisions of Section 1 hereof, each of the Participating
Stockholders will execute and deliver contemporaneously herewith an Irrevocable
Proxy, in the form attached as EXHIBIT B hereto, granting to the Designated
Agent the right to vote, or to execute and deliver stockholder written consents,
in respect of all Owned Stock of such Participating Stockholder; PROVIDED,
HOWEVER, that the authority granted to the Designated Agent hereunder will not
apply to any vote on any merger, sale or other transaction with an entity in
which the Designated Agent has or will have an equity ownership interest that is
disproportionately high in relation to the Participating Shareholders.
3. Powers and Duties of Designated Agent.
(a) DISCRETION OF DESIGNATED AGENT. In directing the voting of the
Participating Stockholders, or in exercising the Designated Agent's rights to
vote as such Participating Stockholders' proxy, or in doing any act with respect
to the furtherance of this Agreement, or otherwise acting hereunder, the
Designated Agent will exercise the Designated Agent's sole and absolute
discretion.
2
(b) INTERESTED TRANSACTIONS. The Designated Agent may act as a
Director, an officer, or an employee of the Company and may vote for himself as
such and may be a stockholder of the Company, or otherwise be interested in, the
Company. The Designated Agent or any firm of which the Designated Agent may be a
member, or any entity of which the Designated Agent may be a principal,
employee, consultant, stockholder, partner, director, or officer, may: (1)
contract with the Company or (2) may be or become pecuniarily interested in any
matter or transaction to which the Company may be a party or in which the
Company may be in any way concerned.
(c) COMPENSATION. The Designated Agent will serve as such without
compensation. The Designated Agent may, however, in the Designated Agent's
individual capacity, serve as a Director and/or officer or employee of the
Company or of any subsidiary or controlled or affiliated corporation, and may
receive compensation therefor. No contract or other transaction between the
Designated Agent and the Company or any subsidiary or controlled or affiliated
corporation in which the Designated Agent may be interested, will be rendered
invalid by the fact that the Designated Agent is a contracting party or is
interested in such firm or other corporation.
(d) IMMUNITIES OF THE DESIGNATED AGENT. The Designated Agent will incur
no responsibility or liability to the Participating Stockholders, as Designated
Agent, stockholder, Director, trustee, or otherwise, by reason of any error of
judgment or mistake of law or other mistake, or for any misconstruction of this
Agreement, or for any action of any sort taken or omitted hereunder or believed
by the Designated Agent to be in accordance with the provisions and intent
hereof or otherwise, except for the Designated Agent's own individual willful
misconduct.
(e) RELIANCE BY THE DESIGNATED AGENT. In the discharge of the
Designated Agent's duties hereunder, the Designated Agent will be fully
protected in acting in reliance upon any instrument, document, or paper believed
by the Designated Agent to be genuine and to have been executed by the proper
parties. The Designated Agent will likewise be fully protected in taking or
refraining from taking any action hereunder in reliance upon any certificate or
certificates purporting to be duly signed, as to the existence or non-existence
of any fact or facts, or the performance or non-performance of any act or acts,
and may accept as conclusive any statement made in any such certificate.
3
(f) BOND; ADVISORS. The Designated Agent will not be required to give
bond or security for the discharge of the Designated Agent's duties under this
Agreement. The Designated Agent may, in the Designated Agent's sole and absolute
discretion, consult with counsel to be selected by the Designated Agent and will
incur no liability to the Participating Stockholders in respect of any action
taken on the advice of any such counsel.
4. Purpose. It is the express desire of the Stockholders to maximize
stockholders' value of the Company, which may include, without limitation: (a)
the sale or merger of the Company; (b) electing Directors to the Company's Board
of Directors; (c) amending the Company's Certificate of Incorporation or Bylaws;
or (d) some combination of any one or more of the forgoing.
5. Changes in Common Stock. In the event that subsequent to the date of
this Agreement, any shares or other securities (other than any shares or
securities of another corporation issued to the Company's stockholders pursuant
to a plan of merger) are issued on, or in exchange for, any of the shares of the
Stock held by the Stockholders by reason of any stock dividend, stock split,
consolidation of shares, reclassification, or consolidation involving the
Company, or any shares of Stock or other Company securities are acquired or
obtained by a Participating Stockholder through an open market transaction,
exercise of an option, warrant, lapse of restrictions, or other right to acquire
or obtain Stock or other Company securities, or otherwise, such shares or
securities shall be deemed to be Owned Stock for purposes of this Agreement and
the Proxy.
6. Representations and Warranties of Stockholders; Indemnification. Each
Participating Stockholder hereby represents and warrants to each of the other
Participating Stockholders and the Designated Agent that as of the date hereof:
(a) such Participating Stockholder is the beneficial owner of and has the right
to vote the number of shares of Owned Stock set forth opposite such
Participating Stockholder's name on EXHIBIT A attached hereto, such shares of
Owned Stock constitute all of the capital stock of the Company owned or
controlled by such Participating Stockholder, and such shares of Owned Stock are
owned or controlled by such Participating Stockholders free from any liens,
encumbrances, or adverse claims, including, without limitation, margin call
rights; (b) such Participating Stockholder has full power to enter into this
Agreement and has not, prior to the date of this Agreement, executed or
delivered any proxy or entered into any other voting agreement or similar
arrangement, other
4
than one which has expired or terminated prior to the date hereof; (c) to such
Participating Stockholder's knowledge, there are no pending or threatened
claims, lawsuits, investigations, causes of action, or grievances of the
Company, whether derivative or direct, relating to or arising out of, such
Participating Stockholder's relationship with the Company, its stockholders,
directors, suppliers, customers or otherwise, except as may be disclosed on
EXHIBIT C hereto; (d) subject to the amendment described in Section 7(a) hereof,
such Participating Stockholder's Schedule 13-D presently on record with the
Securities and Exchange Commission, if any, is true, accurate, and complete in
all respects; (e) such Participating Stockholder has complied in all respects
with all applicable Federal, state and foreign securities laws and regulations
with respect to the acquisition of such Participating Stockholder's Owned Stock;
(f) the information with respect to such Participating Stockholder set forth on
the Information Questionnaire attached hereto as EXHIBIT D is true, accurate and
complete in all respects; and (g) such Participating Stockholder will not take
any action inconsistent with the purposes and provisions of this Agreement. Each
Participating Stockholder hereby agrees to indemnify and hold harmless each
other Participating Stockholder and the Designated Agent from any and all costs,
expenses, losses, damages, and liabilities incurred or suffered, by any of them
(including, without limitation, legal, accounting, and professional expenses),
resulting from, or attributable to, the breach of, or misstatement in, any one
or more of the representations, warranties, agreements, and covenants of such
Participating Stockholder contained in this Agreement.
7. Covenants and Agreements of Stockholders.
(a) SCHEDULE 13-D. If applicable, each Participating Stockholder hereby
covenants and agrees that: (i) such Participating Stockholder will file, in a
timely fashion, a Schedule 13-D (or amended Schedule 13-D, as the case may be)
including any and all appropriate amendments thereto, with respect to the
execution and delivery of this Agreement, and the intent of the Stockholders
that are party hereto, and (ii) upon filing, such Schedule 13-D or amended
Schedule 13-D, as the case may be, will be true, accurate and complete in all
respects, and consistent with the terms of this Agreement and the Schedule 13-D
filed by the Designated Agent, a copy of which is attached hereto as SCHEDULE 1.
(b) TRANSFERS RESTRICTED. Subject to transfers required pursuant to
Section 7(c) hereof, during the term of this Agreement, no Participating
Stockholder may transfer any of the shares of Owned Stock owned by such
Participating Stockholder, except for transfers that may
5
be directed and approved by the Designated Agent, in the Designated Agent's sole
and absolute discretion. Any transfers made in violation of this Section will be
null and void.
(c) REQUIRED TRANSFERS. Each Participating Stockholder covenants and
agrees that upon request of the Designated Agent, such Participating Stockholder
will promptly and properly tender any and all Owned Stock owned by such
Participating Stockholder into a sale, tender offer, or exchange offer that is
presented to the Company's stockholders for consideration; PROVIDED, HOWEVER,
that the authority granted to the Designated Agent pursuant to this Section
7(c), will not apply in the cases of sales, tender offers, or exchange offers by
entities in which the Designated Agent has an equity ownership interest that is
disproportionately high in relation to the Participating Stockholders. In this
event, and only in this event, each Participating Stockholder will be permitted
to separately and specifically exercise such Participating Stockholder's
disposition and voting rights with respect to such matter.
(d) MATERIAL CHANGES. Each Participating Stockholder covenants and
agrees that such Participating Stockholder will promptly notify the Designated
Agent in writing of any event or change in circumstance that would render the
representations and warranties of such Participating Stockholder false or
inaccurate, or misleading in any material respect.
(e) NO ADDITIONAL PROXIES. Each Participating Stockholder covenants and
agrees that during the term of this Agreement, such Participating Stockholder
will not grant any other proxy or voting rights with respect to any Owned Stock.
8. Compliance with Proxy Rules. Each Stockholder hereby represents and
warrants to the other Stockholders that such Stockholder has not discussed this
Agreement with any stockholder of the Company (other than the signatories to
this Agreement), nor has such Stockholder solicited a proxy from any other
stockholder in violation of the proxy rules promulgated under the Securities
Exchange Act of 1934, as amended, including, but not limited to, Rule 14a-2
promulgated thereunder. Each Stockholder further covenants and agrees not to
solicit the proxy of any stockholder of the Company, nor seek to have any other
stockholder (other than the original signatories to this Agreement) become a
party to this Agreement.
9. Resignation of Designated Agent. The Designated Agent may at any time
resign by delivering to the Participating Stockholders the Designated Agent's
written notice of such resignation, to take effect not sooner than ten (10) days
from the date the notice is given.
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10. Successor Proxy. Upon the death or the Permanent Disability (as such
term is defined below) of the Designated Agent, Xxxxxx Xxxxxx will become the
successor Designated Agent hereunder, unless Participating Stockholders holding
at least seventy percent (70%) of the Owned Stock subject to this Agreement
appoint a different successor Designated Agent. Upon such death or Permanent
Disability and appointment of a successor Designated Agent, each Participating
Stockholder agrees to execute and deliver to Xx. Xxxxxx or such other successor
appointed by the Participating Stockholders, as the case may be, an additional
Irrevocable Proxy in the form attached as EXHIBIT B hereto, naming Xx. Xxxxxx or
such other successor appointed by the Participating Stockholders, as the case
may be, as proxy therein. For purposes of this Agreement, the term "Permanent
Disability" means permanent disability as determined by any physician of The
Cleveland Clinic of Cleveland, Ohio or its successors and assigns.
11. Term of Agreement. This Agreement shall remain in effect until three
(3) years from the date hereof, unless sooner terminated by: (a) resignation of
the Designated Agent in accordance with Section 9 hereof; (b) the completion of
a sale of the Company, whether by merger, tender offer, exchange offer, or a
sale of all or substantially all of the Company's assets; or (c) upon the
affirmative vote or consent of Participating Stockholders holding at least
2,450,000 shares of Owned Stock, PROVIDED, HOWEVER, that this Agreement may only
be terminated pursuant to this clause (c) after the Company's 2003 Annual
Meeting of Stockholders.
12. Effect of Termination. Upon the termination of this Agreement in
accordance with Section 11 hereof, this Agreement will be of no further force
and effect and the Designated Agent and each of the Participating Stockholders
will timely file an amended Schedule 13-D evidencing such termination.
13. Notice. All notices, requests, demands and other communications to be
given to any Stockholder under this Agreement must be in writing and will be
deemed duly given: (a) when personally delivered; (b) upon receipt of a
telephonic facsimile transmission with a confirmed telephonic transmission
answer back; (c) three (3) days after having been deposited in the United States
mail, certified or registered, return receipt requested, postage prepaid; or (d)
one (1) business day after having been dispatched by a nationally recognized
overnight courier service, delivery fees prepaid, addressed to such Stockholder
at the address set forth on
7
EXHIBIT A hereto (or at such other address or number as is given in writing by
such Stockholder to the Designated Agent).
14. Payment of Expenses and Taxes. All expenses incurred by the Designated
Agent, including the compensation of agents, accountants, professionals, and
attorneys employed by the Designated Agent, incident to the performance of the
Designated Agent's duties hereunder (including the preparation of this
Agreement), will be paid by the Designated Agent, who will be immediately and
fully reimbursed by those Stockholders identified on Exhibit A who have agreed
to share expenses on a several basis in proportion to their ownership of Owned
Stock subject to this Agreement:
15. Amendment of Agreement. This Agreement may be amended at anytime and
from time to time with the written consent of both the Designated Agent and the
affirmative vote or consent of Stockholders holding at least seventy percent
(70%) of the Owned Stock subject to this Agreement; PROVIDED, that this
Agreement may be amended by the Designated Agent without the consent or approval
of the Stockholders if such amendment is solely for the purpose of conforming
with any rule, regulation, or requirement of the Securities and Exchange
Commission or any other Federal, state, foreign or local authority. Except in
cases of conforming amendments, the Designated Agent will cause to be sent to
the Stockholders a copy of the proposed amendment and a form which may be
appropriately marked and returned to the Designated Agent for the purpose of
determining whether the Stockholders holding the requisite amount of the Owned
Stock approve such amendment.
16. Injunctive Relief. It is acknowledged by each Participating Stockholder
that it will be impossible to measure the damages that would be suffered by the
Designated Agent and the other Participating Stockholders if a Participating
Stockholder fails to comply with all the provisions of this Agreement and that
in the event of any such failure, the Designated Agent and the other
Participating Stockholders will be irreparably injured and will not have an
adequate remedy at law. Each Participating Stockholder hereby acknowledges and
agrees that, in the event any Participating Stockholder fails to comply with any
provision of this Agreement, the Designated Agent will be entitled, without the
posting of bond, to obtain specific performance of the Participating
Stockholders' obligations hereunder, and to obtain immediate injunctive relief.
Each Participating Stockholder agrees not to assert, and hereby waives, as a
defense in any proceeding for such specific performance or injunctive relief,
that the Designated Agent or the
8
other Participating Stockholders have an adequate remedy at law. The remedies
described herein are not be the exclusive remedies for any breach of this
Agreement, but shall be in addition to all other remedies available at law or
equity.
17. Construction of Agreement. The Designated Agent is authorized and
empowered to construe this Agreement. The Designated Agent's construction of the
same made in good faith will be final, conclusive, and binding upon all parties
hereto and upon all other interested parties.
18. Miscellaneous.
(a) ENTIRE AGREEMENT. Once executed by all the Stockholders, this
Agreement will contain the entire understanding among the parties. There are no
representations, agreements, arrangements, or understandings, oral or written,
between or among the parties hereto relating to the subject matter of this
Agreement which are not fully expressed herein.
(b) SURVIVAL. This Agreement will be binding upon and inure to the
benefit of the heirs, executors, administrators, successors, and permitted
assigns of the parties hereto.
(c) COUNTERPARTS. This agreement may be executed in one or more
counterparts, each of which will be deemed to be an original, and such
counterparts will together constitute one and the same instrument. The execution
by any one party of any counterpart will be sufficient execution by that party,
whether or not the same counterpart has been executed by any other party.
(d) GENDER; NUMBER. Whenever the context of this Agreement requires,
the masculine gender includes the neuter or feminine, and the singular number
includes the plural.
(e) EFFECTIVENESS OF AGREEMENT. This Agreement will become effective
only at such time as it is signed by all the Stockholders.
(f) GOVERNING LAW. The validity of this Agreement, or any part hereof,
and the interpretation and enforcement of all provision hereof, will be
governed, construed, and enforced in accordance with the internal, substantive
laws of the State of Delaware.
(g) INVALIDITY. The invalidity of any term or provisions of this
Agreement will not affect the validity of the remainder of this Agreement and
this Agreement will be enforced to the greatest extent permitted by law.
9
(h) HEADINGS. The section headings contained in this Agreement are for
reference purposes only and will not affect in any way the meaning or
interpretation of this Agreement.
(i) ENFORCEABILITY. If any provision of this Agreement shall be
declared void or unenforceable by any court or administrative board of competent
jurisdiction, such provision shall be deemed to have been severed from the
remainder of this Agreement and this Agreement shall continue in all respects to
be valid and enforceable.
(j) NO WAIVER. No waivers of any breach of this Agreement extended by
any party hereto to any other party shall be construed as a waiver of any rights
or remedies of any other party hereto or with respect to any subsequent breach.
(k) SEPARATE LEGAL COUNSEL. Each Participating Stockholder acknowledges
and agrees that: (1) Kahn, Kleinman, Xxxxxxxx & Xxxxxx Co., L.P.A., has been
retained by and solely represents the Designated Agent in connection herewith;
and (2) such Participating Stockholder has been advised by independent legal
counsel in connection with the negotiation, execution, and delivery of this
Agreement.
(l) NO THIRD PARTY BENEFICIARIES. This Agreement is being entered into
solely for the benefit of the Stockholders that are parties hereto and except as
otherwise provided herein, the parties hereto do not intend to confer any
benefits on any person, firm or corporation other than the Stockholders. This
Agreement and the rights and benefits conferred hereby may only be enforced by
the Stockholders that are parties hereto.
(m) JURISDICTION; JURY TRIAL. Each Stockholder hereby irrevocably
submits to the non-exclusive jurisdiction of the United States District Court
for the Northern District of Ohio, Eastern Division, or in the absence of
Federal Court jurisdiction, to the exclusive jurisdiction of the Cuyahoga
County, Ohio Court of Common Pleas, for adjudication of any dispute hereunder or
in connection herewith or with any transaction contemplated hereby or discussed
hereunder or in connection herewith or with any transaction contemplated hereby
or discussed herein, and further stipulates that either such court is the proper
venue for such dispute, and hereby irrevocably waives and agrees not to assert
in any suit, action or proceeding, any claim that such Stockholder is not
personally subject to the jurisdiction of any such court, that such suit, action
or proceeding is brought in an inconvenient forum or that the venue of such
suit, action or proceeding is improper. Each Stockholder hereby irrevocably
waives personal service
10
of process and consents to process being served in any such suit, action or
proceeding by mailing a copy thereof by Certified U.S. Mail to such Stockholder
at the street address for such notices set forth on EXHIBIT A hereto, and agrees
that such service shall be deemed to irrevocably waive any right such
Stockholder may have, and agrees not to request, a jury trial for the
adjudication of any dispute hereunder.
IN WITNESS WHEREOF, the Designated Agent and the Participating
Stockholders have executed this Agreement as of the date first above written.
DESIGNATED AGENT:
/s/ Xxxx X. Xxxxx
-----------------------------------
Xxxx X. Xxxxx
[COUNTERPART SIGNATURE PAGES OF
PARTICIPATING STOCKHOLDERS FOLLOW]
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[COUNTERPART SIGNATURE PAGE TO STOCKHOLDER VOTING AGREEMENT]
Steeplechase Corp.
By: /s/ Xxxxx Xxxxxxx
-----------------------------------
Printed: Xxxxx Xxxxxxx
------------------------------
Its: President
----------------------------------
THE EXECUTION OF A COUNTERPART SIGNATURE PAGE SHALL BE FOR ALL PURPOSES TREATED
AS THE EXECUTION OF THE STOCKHOLDER VOTING AGREEMENT AND THE SIGNATORY SHALL BE
BOUND BY THE TERMS AND CONDITIONS THEREOF.
[COUNTERPART SIGNATURE PAGE TO STOCKHOLDER VOTING AGREEMENT]
Fairway Inc.
By: /s/ Xxxxx Xxxxxxx
-----------------------------------
Printed: Xxxxx Xxxxxxx
------------------------------
Its: President
----------------------------------
THE EXECUTION OF A COUNTERPART SIGNATURE PAGE SHALL BE FOR ALL PURPOSES TREATED
AS THE EXECUTION OF THE STOCKHOLDER VOTING AGREEMENT AND THE SIGNATORY SHALL BE
BOUND BY THE TERMS AND CONDITIONS THEREOF.
[COUNTERPART SIGNATURE PAGE TO STOCKHOLDER VOTING AGREEMENT]
/s/ Xxxxxx X. Xxxxxxxx
-----------------------------------
Xxxxxx X. Xxxxxxxx
THE EXECUTION OF A COUNTERPART SIGNATURE PAGE SHALL BE FOR ALL PURPOSES TREATED
AS THE EXECUTION OF THE STOCKHOLDER VOTING AGREEMENT AND THE SIGNATORY SHALL BE
BOUND BY THE TERMS AND CONDITIONS THEREOF.
[COUNTERPART SIGNATURE PAGE TO STOCKHOLDER VOTING AGREEMENT]
/s/ Xxxx X. Xxxxx
-----------------------------------
Xxxx X. Xxxxx
THE EXECUTION OF A COUNTERPART SIGNATURE PAGE SHALL BE FOR ALL PURPOSES TREATED
AS THE EXECUTION OF THE STOCKHOLDER VOTING AGREEMENT AND THE SIGNATORY SHALL BE
BOUND BY THE TERMS AND CONDITIONS THEREOF.
[COUNTERPART SIGNATURE PAGE TO STOCKHOLDER VOTING AGREEMENT]
/s/ Xxxxx Xxxxx
-----------------------------------
Xxxxx Xxxxx
THE EXECUTION OF A COUNTERPART SIGNATURE PAGE SHALL BE FOR ALL PURPOSES TREATED
AS THE EXECUTION OF THE STOCKHOLDER VOTING AGREEMENT AND THE SIGNATORY SHALL BE
BOUND BY THE TERMS AND CONDITIONS THEREOF.
[COUNTERPART SIGNATURE PAGE TO STOCKHOLDER VOTING AGREEMENT]
Isetan Management Ltd.
By: /s/ Xxxxxx Xxxxxx
---------------------------------
Xxxxxx Xxxxxx, President
THE EXECUTION OF A COUNTERPART SIGNATURE PAGE SHALL BE FOR ALL PURPOSES TREATED
AS THE EXECUTION OF THE STOCKHOLDER VOTING AGREEMENT AND THE SIGNATORY SHALL BE
BOUND BY THE TERMS AND CONDITIONS THEREOF.
[COUNTERPART SIGNATURE PAGE TO STOCKHOLDER VOTING AGREEMENT]
Xxx X. Xxxxxxxxx Xx.
Living Trust
Dated 10/7/83
By: /s/ Xxx X. Xxxxxxxxx
-----------------------------------
Xxx X. Xxxxxxxxx, Trustee
THE EXECUTION OF A COUNTERPART SIGNATURE PAGE SHALL BE FOR ALL PURPOSES TREATED
AS THE EXECUTION OF THE STOCKHOLDER VOTING AGREEMENT AND THE SIGNATORY SHALL BE
BOUND BY THE TERMS AND CONDITIONS THEREOF.
EXHIBIT A
----------------------------- --------------------------------------- ------------------------- ----------------------
Number of Shares of Owned
Stock as of Date of this
Stockholder Address Agreement Share Expenses
----------------------------- --------------------------------------- ------------------------- ----------------------
Steeplechase Corp. X.X. Xxx 0000, Xxxxxxx X, 1,709,250 Yes
Xxxxxxxx Xxxx, Xxxxxxx
Xxxxxx X0X 0X0
----------------------------- --------------------------------------- ----------------------------- ------------------
Fairway Inc. X.X. Xxx 0000, Xxxxxxx X, 000,000 Yes
Xxxxxxxx Xxxx, Xxxxxxx
Xxxxxx X0X 0X0
----------------------------- --------------------------------------- ----------------------------- ------------------
Xxxxxx X. Xxxxxxxx 0000 Xxxxxx Xxxxx, 43,967
Xxxxxxxxxxx,Xxxxxxx,
Xxxxxx X0X 0X0
----------------------------- --------------------------------------- ----------------------------- ------------------
Xxxx X. Xxxxx 0 Xxxx Xxxxxx, 000,000
Xxxx, Xxxxxxxx 00000
----------------------------- --------------------------------------- ----------------------------- ------------------
Xxxxx Xxxxx 000 Xxxxxxxxxx Xxxx., 00,000
Xxxxxxxx Xxxx, Xxxxxxx
Xxxxxx X0X 0X0
----------------------------- --------------------------------------- ----------------------------- ------------------
Isetan Management Ltd. 0 Xxxxxxx Xxxx Xxxx, Xxxxxx, 253,100 Yes
Ontario, Canada L46 6W4
----------------------------- --------------------------------------- ----------------------------- ------------------
Xxx X. Xxxxxxxxx 0000 Xxxxxxxxx Xxxx, Xxxxx, 11,000
Xxxxxx, Xxxxxxx 00000
----------------------------- --------------------------------------- ----------------------------- ------------------
Xxxx X. Xxxxx 0000 Xxxxxx Xxxxx, 555,016 Yes
Xxxxxxxxxxx, Xxxxxxx
Xxxxxx X0X 0X0
----------------------------- --------------------------------------- ----------------------------- ------------------
X-0
XXXXXXX X
XXXXXXXXXXX
Xxxx
X-0
XXXXXXX X
INFORMATION QUESTIONNAIRE
1. Name of Stockholder:_______________________________________________________
2. Residence Address:_________________________________________________________
3. Business Address:__________________________________________________________
4. Current Principal Occupation and Employer:_________________________________
5. Have you been convicted of any crime, or have you been or are you presently
subject to any criminal proceedings (excluding traffic violations or similar
misdemeanors) within preceding five years?
CHECK ONE: _______ No ________ Yes (attach sheet with explanation)
6. Citizenship:_______________________________________________________________
7. Within the last five (5) years, were you a party to a civil proceeding of a
judicial or administrative nature that resulted in a judgment, decree or final
order: (i) that enjoins future violations or prohibits or mandates activities
subject to Federal or state securities laws, or (ii) finding any violation of
such securities laws?
CHECK ONE: _______ No ________ Yes (attach sheet with explanation)
8. Number of shares of Owned Stock:___________________________________________
9. Number of shares of Owned Stock over which you exercise:
(i) sole voting power: _________________________
(ii) shared voting power: _________________________
(iii) sole dispositive power: _________________________
(iv) shared dispositive power: _________________________
10. Is legal title to any of your Owned Stock held by a custodian, broker,
trust, corporation, pledgee, or other entity?
CHECK ONE: _______ No ________ Yes
(Please provide detail of such legal title below)
D-1
