VOTING AGREEMENT
EXHIBIT 99.1
Execution Copy
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 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
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voting trust or 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
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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 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
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under this Agreement. Neither the execution and delivery of this 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.
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The Trust is not in 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
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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 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
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
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 | ||||||
(Signature Page to Voting Agreement)
| SHAREHOLDERS: | ||||||
| ROUNICK FAMILY PARTNERSHIP | ||||||
| By: | /s/ Xxxxxx Xxxxxxx | |||||
| Name: Xxxxxx Xxxxxxx | ||||||
| Title: Partner | ||||||
(Signature Page to Voting Agreement)
| MJR GRIT | ||||||
| By: | /s/ Xxxx X. Xxxxxxx | |||||
| Name: Xxxx X. Xxxxxxx | ||||||
| Title: Co-Trustee | ||||||
(Signature Page to Voting Agreement)
| THE JOINT REVOCABLE TRUST OF XXXXXX XXXXXXX & XXXX XXXXXXX DATED DECEMBER 21, 1987 |
||||||
| By: | /s/ Xxxxxx Xxxxxxx | |||||
| Name: Xxxxxx Xxxxxxx | ||||||
| Title: Co-Trustee | ||||||
(Signature Page to Voting Agreement)
| THE JOINT REVOCABLE TRUST OF XXXXXX XXXXXXX & XXXX XXXXXXX DATED DECEMBER 21, 1987 |
||||||
| By: | /s/ Xxxx Xxxxxxx | |||||
| Name: Xxxx Xxxxxxx | ||||||
| Title: Co-Trustee | ||||||
(Signature Page to Voting Agreement)
| IRREVOCABLE TRUST OF XXXXXX XXXXXXX DATED JANUARY 6, 1978 F/B/O XXXXXXX XXXXXXX |
||||||
| By: | /s/ Xxxxxx Xxxxxxx | |||||
| Name: Xxxxxx Xxxxxxx | ||||||
| Title: Trustee | ||||||
(Signature Page to Voting Agreement)
| IRREVOCABLE TRUST OF XXXXXX XXXXXXX DATED JANUARY 6, 1978 F/B/O XXXXX XXXXXXX |
||||||
| By: | /s/ Xxxxxx Xxxxxxx | |||||
| Name: Xxxxxx Xxxxxxx | ||||||
| Title: Trustee | ||||||
(Signature Page to Voting Agreement)
| THE JOINT REVOCABLE TRUST OF XXXXXX XXXXXX AND XXXXX XXXXXX DATED DECEMBER 14, 1987 |
||||||
| By: | /s/ Xxxxxx Xxxxxx | |||||
| Name: Xxxxxx Xxxxxx | ||||||
| Title: Co-Trustee | ||||||
(Signature Page to Voting Agreement)
| THE JOINT REVOCABLE TRUST OF XXXXXX XXXXXX AND XXXXX XXXXXX DATED DECEMBER 14, 1987 |
||||||
| By: | /s/ Xxxxx Xxxxxx | |||||
| Name: Xxxxx Xxxxxx | ||||||
| Title: Co-Trustee | ||||||
(Signature Page to Voting Agreement)
| WEINER HOLDING COMPANY | ||||||
| By: | /s/ Xxxxxx Xxxxxx | |||||
| Name: Xxxxxx Xxxxxx | ||||||
| Title: Partner | ||||||
(Signature Page to Voting Agreement)
| WEINER HOLDING COMPANY II | ||||||
| By: | /s/ Xxxxxx Xxxxxx | |||||
| Name: Xxxxxx Xxxxxx | ||||||
| Title: Partner | ||||||
(Signature Page to Voting Agreement)
| PBW GRIT | ||||||
| By: | /s/ Xxxxx X. Xxxxx | |||||
| Name: Xxxxx X. Xxxxx | ||||||
| Title: Co-Trustee | ||||||
(Signature Page to Voting Agreement)
| WW GRIT | ||||||
| By: | /s/ Xxxxx X. Xxxxx | |||||
| Name: Xxxxx X. Xxxxx | ||||||
| Title: Co-Trustee | ||||||
(Signature Page to Voting Agreement)
| /s/ Xxxxxx Xxxxxx | ||||
| XXXXXX XXXXXX, individually |
(Signature Page to Voting Agreement)
| 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 | ||||||
(Signature Page to Voting Agreement)
| 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 | ||||||
(Signature Page to Voting Agreement)
| X/X XXXXXXXX 0, 0000 XX XXXXX XXXXXX FOR XXXXXXXXXXX XXXXXX |
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| By: | /s/ Xxxxxx Xxxxxx | |||||
| Name: Xxxxxx Xxxxxx | ||||||
| Title: Trustee | ||||||
(Signature Page to Voting Agreement)
| 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 | ||||||
(Signature Page to Voting Agreement)
| 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 | ||||||
(Signature Page to Voting Agreement)
| 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 | ||||||
(Signature Page to Voting Agreement)
| By: | /s/ Xxxxxx Xxxxxxx | |||||
| By: | /s/ Xxxx X. Xxxxxxx | |||||
| Name: XXXXXX XXXXXXX AND XXXX X. XXXXXXX, in joint tenancy |
||||||
(Signature Page to Voting Agreement)
| IRREVOCABLE TRUST OF XXXX X. XXXXXXX DATED JANUARY 28, 1978 F/B/O XXX XXX XXXXXXX |
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| By: | /s/ Xxxx X. Xxxxxxx | |||||
| Name: Xxxx X. Xxxxxxx | ||||||
| Title: Trustee | ||||||
(Signature Page to Voting Agreement)
| 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 | ||||||
(Signature Page to Voting Agreement)
| /s/ Xxxx X. Xxxxxxx | ||||
| XXXX X. XXXXXXX, individually |
(Signature Page to Voting Agreement)
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
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
