STOCKHOLDER VOTING AND PROXY AGREEMENT
This Stockholder Voting and Proxy Agreement (the "Agreement") is
made and entered into as of May 12, 1998 by and among GANTOS, INC., a
Michigan corporation (the "Company"), XXXXXX XXXXX ("Xxxxx"), XXXXX X. XXXXX
("Marks"), and XXXXXXXXX XXXXXXXXX ("Eveillard") (collectively, Xxxxx, Marks
and Eveillard are referred to herein as the "Company Stockholders"), HOM
HOLDING, INC., a Delaware corporation ("Holding"), XXXXXXX XXXXX ("Yalof"),
XXXX XXXXXXXXX ("Xxxxxxxxx") and ACCESS CAPITAL PARTNERS, L.P., a Delaware
limited partnership ("ACPLC") (collectively, Yalof, Xxxxxxxxx and ACPLC are
referred to herein as the "Holding Stockholders").
WHEREAS, the Company, Holding and Hit or Miss Inc., a wholly-owned
subsidiary of Holding (the "Subsidiary"), entered into, as of the date
hereof, an Agreement and Plan of Merger (the "Merger Agreement"; terms used
herein and not otherwise defined are used herein as defined in the Merger
Agreement), pursuant to which Holding will merge with and into the Company
(the "Merger") and (a) each share of common stock, $.01 par value per share,
of Holding ("Holding Common Stock") would be converted into the right to
receive certain common shares, $.01 par value per share, of the Company
("Company Common Stock"), and (b) each share of preferred stock, Series A 12%
Senior Convertible Participating, $.01 par value per share, of Holding
("Holding Preferred Stock") would be converted into the right to receive
certain shares of Company Common Stock and certain warrants to purchase
shares of Company Common Stock; and
WHEREAS, each of the Company Stockholders owns the number of shares
of Company Common Stock set forth opposite his, her or its name on Schedule A
annexed hereto (collectively, the "Company Securities" and, with respect to
the Company Securities owned by a specific Company Stockholder, the "Company
Stockholder's Securities"); and
WHEREAS, each of the Holding Stockholders owns the number of shares
of Holding Common Stock and Holding Preferred Stock set forth opposite his,
her or its name on Schedule B annexed hereto (collectively, the "Holding
Securities" and, with respect to the Holding Securities owned by a specific
Holding Stockholder, the "Holding Stockholder's Securities"); and
WHEREAS, execution and delivery of this Agreement by the Company
Stockholders and by the Holding Stockholders is a condition to the execution
and delivery of the Merger Agreement by Holding and the Subsidiary, and by
the Company, respectively.
NOW, THEREFORE, in order to induce Holding, the Subsidiary and the
Company to enter into the Merger Agreement and in consideration of the mutual
covenants and agreements set forth herein, the parties hereto agree as
follows:
1. TERM. This Agreement shall expire on the earlier of (i) the
third anniversary of the Effective Date (as defined in the Merger Agreement)
or (ii) the termination of the Merger Agreement by any party thereto pursuant
to the terms thereof, unless expressly provided otherwise.
2. COVENANTS OF THE HOLDING STOCKHOLDERS.
(a) Until such time as this Agreement is terminated, each
Holding Stockholder, in his or its capacity as such, agrees to vote all of
his or its shares of Holding Common Stock and Holding Preferred Stock for
the approval of the Merger, the Merger Agreement (in the form executed as
of the date hereof, with such changes thereto as the parties to the Merger
Agreement may mutually agree upon), and the transactions contemplated
therein (including the exchange of his or its shares of Holding Common
Stock and Holding Preferred Stock for shares of Company Common Stock and,
as the case may be, warrants to purchase shares of Company Common Stock).
(b) Until such time as this Agreement is terminated, each
Holding Stockholder, in his or its capacity as such, further agrees to
vote all of his or its shares of Company Common Stock issued in the
Merger, to the extent that any of the following matters are submitted to
the shareholders of the Company (i) in favor of the re-election (unless
after such re-election there will be greater than three (3) Company
Designees (as defined in the Merger Agreement)) of, and against any
proposed removal (if after such removal there will be fewer than three (3)
Company Designees) of, a Company Designee to the Surviving Corporation's
Board of Directors, and (ii) to fill all vacancies on the Board of
Directors caused by the resignation or removal of a Company Designee (if
after such resignation or removal there will be fewer than three (3)
Company Designees), for the nominees designated by the affirmative vote of
at least two (2) of the Company Designees then in office, subject to the
consent of a sufficient number of the remaining directors such that the
voting requirements set forth in Section 3.12 of the Bylaws of the Company
are satisfied. In addition, until such time as this Agreement is
terminated, each Holding Stockholder, in his or its capacity as such,
further agrees to vote all of his or its shares of Company Common Stock
issued in the Merger, to the extent that any of the following matters are
submitted to the shareholders of the Company, against any proposed
expansion of the Surviving Corporation's Board of Directors beyond seven
members (or such increased number as may have been approved in accordance
with this Section 2(b)) unless at least two (2) of the Company Designees
then in office and a majority of the Holding Designees (as defined in the
Merger Agreement) then in office vote to approve such expansion; PROVIDED,
HOWEVER, that this sentence shall not apply to any expansion of the
Surviving Corporation's Board of Directors which is effected in connection
with an acquisition of, or a merger, consolidation or other business
combination with, another company (the "acquired company") so long as the
vacancies caused by the expansion of the Surviving Corporation's Board of
Directors are solely filled (x) with persons who are significant
stockholders, executive officers or directors of the acquired company, (y)
immediately upon the consummation of the acquisition, merger,
consolidation or business combination with the acquired company and (z)
pursuant to a vote approving such expansion by a majority of the
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Surviving Corporation's directors then in office. Only Company Designees
and directors appointed pursuant to Section 3.6(b)(i) of the Bylaws of the
Company or Section 2(b)(ii) hereof shall be deemed to be Company Designees
for purposes of this Agreement.
(c) Except in accordance with the provisions of this Agreement,
as expressly set forth in the Merger Agreement or with respect to the
resale or reoffer from time to time to certain employees of Hit or Miss
Inc. of Company Common Stock, the Company's warrants and the shares of
Company Common Stock issuable upon exercise of such warrants, each Holding
Stockholder agrees, until the termination of the Merger Agreement or, if
the Merger is consummated, the first anniversary of the Effective Date,
not to:
(i) sell, transfer, pledge, assign or otherwise dispose
of, or enter into any contract, option or other arrangement or
understanding with respect to the sale, transfer, pledge, assignment
or other disposition of, any Holding Securities or any shares of
Company Common Stock or securities exercisable into shares of Company
Common Stock issued in the Merger; or
(ii) deposit any Holding Securities or any shares of
Company Common Stock or securities exercisable into shares of Company
Common Stock issued in the Merger into a voting trust, enter into a
voting agreement or otherwise grant any voting rights to any other
person or entity with respect to any such securities.
(d) Until such time as this Agreement is terminated, each
Holding Stockholder agrees to take any actions as reasonably requested by
the Company or Holding, within his, her or its power, as are necessary or
appropriate to enable Holding and the Subsidiary to satisfy the conditions
precedent set forth in the Merger Agreement to the Company's obligations
to consummate the Merger, and to use his or its reasonable efforts to
cause Holding and the Subsidiary to satisfy such conditions precedent;
PROVIDED, HOWEVER, that such Holding Stockholder shall not be required to
pay any moneys or incur any liability in connection with the foregoing.
3. COVENANTS OF THE COMPANY STOCKHOLDERS.
(a) Each Company Stockholder agrees to vote all of his, her or
its currently owned shares of Company Common Stock for the approval of the
Merger, the Merger Agreement (in the form executed as of the date hereof,
with such changes thereto as the parties to the Merger Agreement may agree
prior to such changes), and the transactions contemplated therein.
(b) Until such time as this Agreement is terminated, each
Company Stockholder, in his, her or its capacity as such, further agrees
to vote all of his, her or its currently owned shares of Company Common
Stock, to the extent that any of the following matters are submitted to
the shareholders of the Company (i) in favor of the re-election of,
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and against any proposed removal of, a Holding Designee to the Surviving
Corporation's Board of Directors, and (ii) to fill all vacancies on the
Board of Directors caused by the resignation or removal of a Holding
Designee, for the nominees designated by the affirmative vote of a
majority of the Holding Designees then in office, subject to the consent
of a sufficient number of the remaining directors such that the voting
requirements set forth in Section 3.12 of the Bylaws of the Company are
satisfied. In addition, until such time as this Agreement is terminated,
each Company Stockholder, in his, her or its capacity as such, further
agrees to vote all of his, her or its currently owned shares of Company
Common Stock, to the extent that any of the following matters are
submitted to the shareholders of the Company, against any proposed
expansion of the Surviving Corporation's Board of Directors beyond seven
members (or such increased number as may have been approved in accordance
with this Section 3(b)) unless at least two (2) of the Company Designees
then in office and a majority of the Holding Designees then in office vote
to approve such expansion; PROVIDED, HOWEVER, that this sentence shall not
apply to any expansion of the Surviving Corporation's Board of Directors
which is effected in connection with an acquisition of, or a merger,
consolidation or other business combination with, another company (the
"acquired company") so long as the vacancies caused by the expansion of
the Surviving Corporation's Board of Directors are solely filled (x) with
persons who are significant stockholders, executive officers or directors
of the acquired company, (y) immediately upon the consummation of the
acquisition, merger, consolidation or business combination with the
acquired company and (z) pursuant to a vote approving such expansion by a
majority of the Surviving Corporation's directors then in office. Only
Holding Designees and directors appointed pursuant to Section 3.6(b)(ii)
of the Bylaws of the Company or Section 3(b)(ii) hereof shall be deemed to
be Holding Designees for purposes of this Agreement.
(c) Except in accordance with the provisions of this Agreement
or as expressly set forth in the Merger Agreement, each Company
Stockholder agrees, until the earlier of the termination of this Agreement
or the Effective Date, not to:
(i) sell, transfer, pledge, assign or otherwise dispose
of, or enter into any contract, option or other arrangement or
understanding with respect to the sale, transfer, pledge, assignment
or other disposition of, any Company Securities; or
(ii) deposit any Company Securities into a voting trust,
enter into a voting agreement or otherwise grant any voting rights to
any other person or entity with respect to any Company Securities.
(d) Until such time as this Agreement is terminated, each
Company Stockholder agrees to take any actions as reasonably requested by
the Company or Holding, within his, her or its power as are necessary or
appropriate to enable the Company to satisfy the conditions precedent set
forth in the Merger Agreement to Holding's obligations to consummate the
Merger, and to use his, her or its best efforts to cause the Company to
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satisfy such conditions precedent; PROVIDED, HOWEVER, that such Company
Stockholder shall not be required to pay any moneys or incur any liability
in connection with the foregoing.
4. REPRESENTATIONS AND WARRANTIES OF THE HOLDING STOCKHOLDERS.
Each Holding Stockholder represents and warrants to the Company as follows:
(a) such Holding Stockholder owns such Holding Stockholder's
Securities of record or beneficially free and clear of any lien, security
interest, encumbrance or other adverse claim;
(b) such Holding Stockholder's Securities set forth on Schedule
B hereto are the only securities of Holding owned of record or
beneficially by such Holding Stockholder or in which such Holding
Stockholder has any interest, and, except as set forth in the Investment
and Stockholders' Agreement by and among Holding, Yalof and the Management
Investors (as defined therein) dated September 30, 1995, such Holding
Stockholder has no right to acquire any other securities of Holding;
(c) such Holding Stockholder has the right, power and authority
to execute and deliver this Agreement and to perform its obligations
hereunder; such execution, delivery and performance will not violate any
applicable law, rule or regulation or any outstanding agreement or
instrument to which such Holding Stockholder is a party; and this
Agreement constitutes a legal, valid and binding agreement on the part of
such Holding Stockholder enforceable against such Holding Stockholder in
accordance with its terms; and
(d) such Holding Stockholder (other than Xxxxxxxxx, as to whom
no representation is being made) is an "accredited investor" as such term
is defined in Rule 501 promulgated pursuant to the Securities Act of 1933,
as amended.
5. REPRESENTATIONS AND WARRANTIES OF HOLDING. Holding represents
and warrants to the Company that the execution and delivery of this Agreement
by Holding and the performance by it of its obligations hereunder have been
duly authorized by all necessary corporate action, do not violate the terms of
its Certificate of Incorporation, its By-Laws, any law, rule or regulation or
any outstanding agreement or instrument to which it is a party or is bound or
subject to, and this Agreement constitutes a legal, valid and binding agreement
on its part, except as would not have a Material Adverse Effect (as defined in
the Merger Agreement) on Holding and its subsidiaries, taken as a whole.
6. REPRESENTATIONS AND WARRANTIES OF THE COMPANY STOCKHOLDERS.
Each Company Stockholder represents and warrants to Holding as follows:
(a) such Company Stockholder owns such Company Stockholder's
Securities of record or beneficially free and clear of any lien, security
interest, encumbrance or other adverse claim;
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(b) such Company Stockholder's Securities set forth on Schedule
A hereto are the only securities of the Company owned of record or
beneficially by such Company Stockholder or in which such Company
Stockholder has any interest; and
(c) such Company Stockholder has the right, power and authority
to execute and deliver this Agreement and to perform its obligations
hereunder; such execution, delivery and performance will not violate any
applicable law, rule or regulation or any outstanding agreement or
instrument to which such Company Stockholder is a party; and this
Agreement constitutes a legal, valid and binding agreement on the part of
such Company Stockholder enforceable against such Company Stockholder in
accordance with its terms.
7. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company
represents and warrants to Holding that the execution and delivery of this
Agreement by the Company and the performance by it of its obligations hereunder
have been duly authorized by all necessary corporate action, do not violate the
terms of its Articles of Incorporation, its By-Laws, any law, rule or
regulation or any outstanding agreement or instrument to which it is a party or
is bound or subject to, and this Agreement constitutes a legal, valid and
binding agreement on its part, except as would not have a Material Adverse
Effect (as defined on the Merger Agreement) on the Company.
8. HOLDING PROXY.
(a) Each Holding Stockholder hereby irrevocably makes,
constitutes and appoints the Company to act as such Holding Stockholder's
true and lawful proxy and attorney-in-fact in the name and on behalf of
such Holding Stockholder, with full power to appoint a substitute or
substitutes to vote all of his or its shares of Holding Common Stock and
Holding Preferred Stock for (i) the approval of the Merger, the Merger
Agreement and the transactions contemplated therein as set forth in
Section 2(a) hereof (subject to Section 18 hereof), and (ii) in favor of
the re-election (unless after such re-election there will be greater than
three (3) Company Designees) of, and against any proposed removal (if
after such removal there will be fewer than three (3) Company Designees)
of, a Company Designee to the Surviving Corporation's Board of Directors
as set forth in Section 2(b) hereof. By giving this proxy, each such
holder of Holding Common Stock hereby revokes any other proxy granted by
such Holding Stockholder to vote any of such Holding Stockholder's
Securities with respect to such matters. This proxy, and the power of
attorney and all authority contained herein, shall become effective as to
any Holding Stockholder only upon the failure of such Holding Stockholder
to vote or consent with respect to his or its shares in accordance with
Sections 2(a) and 2(b) hereof, following notice to such Holding
Stockholder to that effect.
(b) All power and authority hereby conferred is coupled with an
interest and is irrevocable, shall not be terminated by any act of such
Holding Stockholder or by operation of law, by lack of appropriate power
or authority, or by the occurrence of any other
6
event or events and shall be binding upon all beneficiaries, heirs at law,
legatees, distributees, successors, assigns and legal representatives of
such Holding Stockholder. If after the execution of this Agreement any
holder of Holding Common Stock shall cease to have appropriate power or
authority, or if any other such event or events shall occur, the Company
is nevertheless authorized and directed to vote the Holding Common Stock
in accordance with the terms of this Agreement as if such lack of
appropriate power or authority or other event or events had not occurred
and regardless of notice thereof.
(c) Each Holding Stockholder agrees to use all good faith
efforts to cause any record owner of Holding Securities of which such
Holding Stockholder is the beneficial owner to grant to the Company a
proxy of the same effect as that contained herein. Subject to Section
8(d) hereof and to the proviso set forth in Section 2(d) hereof, each
Holding Stockholder shall perform such further acts and execute such
further documents as may be required to vest in the Company the power to
vote the Holding Stockholder's Securities during the term of the proxy
granted herein.
(d) The proxy granted in Section 8(a)(i) hereof shall expire on
the earlier to occur of the Effective Date or the date of termination of
the Merger Agreement. Notwithstanding anything contained in Section 8(c)
hereof to the contrary, the proxy granted in Section 8(a)(ii) hereof with
respect to any Holding Stockholder's Securities which are transferred in
accordance with Section 2(c) hereof to a person or entity unaffiliated
with Holding or any of the Holding Stockholders shall expire on the date
of transfer of such securities. The proxy granted in Section 8(a)(ii)
hereof with respect to all of the Holding Stockholder's Securities not
transferred as set forth in the immediately preceding sentence shall
expire on the date of termination of this Agreement, as set forth in
Section 1 hereof.
9. COMPANY PROXY.
(a) Each Company Stockholder hereby irrevocably makes,
constitutes and appoints ACPLC to act as such Company Stockholder's true
and lawful proxy and attorney-in-fact in the name and on behalf of such
Company Stockholder to vote all of its shares of Company Common Stock for
(i) the approval of the Merger, the Merger Agreement and the transactions
contemplated therein as set forth in Section 3(a) hereof (subject to
Section 18 hereof), and (ii) in favor of the re-election of, and against
any proposed removal of, a Holding Designee to the Surviving Corporation's
Board of Directors as set forth in Section 3(b) hereof. By giving this
proxy, each such holder of Company Common Stock hereby revokes any other
proxy granted by such Company Stockholder to vote any of such Company
Stockholder's Securities with respect to such matters. This proxy, and
the power of attorney and all authority contained herein, shall become
effective as to any Company Stockholder only upon the failure of such
Company Stockholder to vote or consent with respect to his, her or its
shares in accordance with Section 3(a) and 3(b) hereof, following notice
to such Company Stockholder to that effect.
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(b) All power and authority hereby conferred is coupled with an
interest and is irrevocable, shall not be terminated by any act of such
Company Stockholder or by operation of law, by lack of appropriate power
or authority, or by the occurrence of any other event or events and shall
be binding upon all beneficiaries, heirs at law, legatees, distributees,
successors, assigns and legal representatives of such Company Stockholder.
If after the execution of this Agreement any holder of Company Common
Stock shall cease to have appropriate power or authority, or if any other
such event or events shall occur, Holding is nevertheless authorized and
directed to vote the Company Common Stock in accordance with the terms of
this Agreement as if such lack of appropriate power or authority or other
event or events had not occurred and regardless of notice thereof.
(c) Each Company Stockholder agrees to use all good faith
efforts to cause any record owner of Company Securities of which such
Company Stockholder is the beneficial owner to grant to Holding a proxy of
the same effect as that contained herein. Subject to Section 9(d) hereof
and to the proviso set forth in Section 3(d) hereof, each Company
Stockholder shall perform such further acts and execute such further
documents as may be required to vest in Holding the power to vote the
Company Stockholder's Securities during the term of the proxy granted
herein.
(d) The proxy granted in Section 9(a)(i) shall expire on the
earlier to occur of the Effective Date or the date of termination of the
Merger Agreement. Notwithstanding anything contained in Section 9(c)
hereof to the contrary, the proxy granted in Section 9(a)(ii) hereof with
respect to any Company Stockholder's Securities which are transferred in
accordance with Section 3(c) hereof to a person or entity unaffiliated
with the Company or any of the Company Stockholders shall expire on the
date of transfer of such securities. The proxy granted in Section
9(a)(ii) hereof with respect to all of the Company Stockholder's
Securities not transferred as set forth in the immediately preceding
sentence shall expire on the date of termination of this Agreement, as set
forth in Section 1 hereof.
10. FURTHER ASSURANCES. Subject to the provisos set forth in
Sections 2(d) and 3(d) hereof, each party hereto shall perform such further
acts and execute such further documents as may reasonably be required to carry
out the provisions of this Agreement.
11. ASSIGNMENT. Neither this Agreement nor any of the rights,
interests or obligations hereunder shall be assigned by any party hereto
(whether by operation of law or otherwise) without the prior written consent of
the other parties hereto.
12. SPECIFIC PERFORMANCE. 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 hereof, this being in addition to any other remedy to
which they are entitled at law or in equity.
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13. NOTICES. All notices or other communications required or
permitted hereunder shall be in writing and shall be deemed duly given when
delivered in person or by telecopier, cable, telex or telegram or three (3)
days after mailed by certified mail, postage prepaid, addressed as follows:
To the Company Stockholders or the Holding Stockholders, in each
case to:
The address set forth on the signature pages hereto.
To the Company:
Gantos, Inc.
0000 X. Xxxx Xxxxxx, 0xx Xxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
Attention: President
Facsimile No.: (000) 000-0000
with a copy to:
Shereff, Friedman, Xxxxxxx & Xxxxxxx, LLP
000 Xxxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Attention: Xxxxxxx X. Xxxxxxxx, Esq.
Facsimile No.: (000) 000-0000
and
Honigman, Miller, Xxxxxxxx & Xxxx
0000 Xxxxx Xxxxxxxx Xxxxxxxx
Xxxxxxx, Xxxxxxxx 00000-0000
Attention: Xxxx X. Xxxxxxxx, Esq.
Facsimile No.: (000) 000-0000
To Holding:
Hit or Miss, Inc.
000 Xxxxxxxxxx Xxxxxxx
Xxxxxxxxx, Xxxxxxxxxxxxx 00000
Attention: President
Facsimile No.: (000) 000-0000
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with a copy to:
HOM Holding, Inc.
x/x Xxxxxx Xxxxxxxxxx, X.X.X.
000 Xxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xx. Xxxxxx Xxxxxxx
Facsimile No.: (000) 000-0000
with a copy to:
East End Capital Management, Inc.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx Xxxxxxx
Facsimile No.: (000) 000-0000
with a copy to:
Xxxxxxx, Procter & Xxxx XXX
Xxxxxxxx Xxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: Xxxxxxx X. Floor, P.C. and H. Xxxxx Xxxxxx, Esq.
Facsimile No.: (000) 000-0000
14. EFFECT OF INVALIDITY. Any term or provision of this Agreement
which is invalid or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such invalidity or
unenforceability without rendering invalid or unenforceable the remaining
terms and provisions of this Agreement or affecting the validity or
enforceability of any of the terms or provisions of this Agreement in any
other jurisdiction. If any provision of this Agreement is so broad as to be
unenforceable, such provision shall be interpreted to be only so broad as is
enforceable.
15. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be an original, but all of which together
shall constitute one and the same agreement.
16. GOVERNING LAW; JURISDICTION. This Agreement shall be governed
by and construed in accordance with the laws of the Delaware without giving
effect to the conflicts of laws principles thereof, except to the extent that
the corporate laws of the State of Michigan are mandatorily applicable. Each
of the parties hereby consents to personal jurisdiction, service of process
and venue in the federal or state courts sitting in the State of Delaware for
any claim, suit or proceeding arising under this Agreement.
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17. BINDING EFFECT: BENEFITS. This Agreement shall inure to the
benefit of and shall be binding upon the parties hereto and their respective
heirs, legal representatives, successors and assigns. Nothing in this
Agreement, expressed or implied, is intended to or shall confer on any person
other than the parties hereto and their respective heirs, legal
representatives and successors and permitted assigns any rights, remedies,
obligations or liabilities under or by reason of this Agreement.
18. MERGER AGREEMENT AMENDMENTS. No amendment to the Merger
Agreement after the date hereof shall alter or affect the rights granted to the
Company and Holding hereunder.
[SIGNATURES BEGIN ON NEXT PAGE]
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IN WITNESS WHEREOF, the Company, the Company Stockholders, Holding
and the Holding Stockholders have executed this Agreement or caused this
Agreement to be executed by their respective officers thereunto duly
authorized, as the case may be, as of the date first above written.
GANTOS, INC.
-----------------------------------------
Name:
Title:
-----------------------------------------
Xxxxxx Xxxxx
c/o Gantos, Inc.
0000 Xxxx Xxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
Telephone: (000) 000-0000
Fax: (000) 000-0000
-----------------------------------------
Xxxxx X. Xxxxx
000 Xxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Telephone: (000) 000-0000
Fax: (000) 000-0000
-----------------------------------------
Xxxxxxxxx X. Xxxxxxxxx
c/o PaineWebber Incorporated
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telephone: (000) 000-0000
Fax: (000) 000-0000
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HOM HOLDING, INC.
-----------------------------------------
Name:
Title:
-----------------------------------------
Xxxxxxx Xxxxx
x/x Xxxxxx Xxxxxxxxxx, X.X.X.
000 Xxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, Xxx Xxxx 00000
Telephone:
Fax: (000) 000-0000
-----------------------------------------
Xxxx Xxxxxxxxx
c/o Hit or Miss, Inc.
000 Xxxxxxxxxx Xxxxxxx
Xxxxxxxxx, Xxxxxxxxxxxxx 00000
Telephone:
Fax: (000) 000-0000
ACCESS CAPITAL PARTNERS, L.P.
By:
Name:
Title:
x/x Xxxxxx Xxxxxxxxxx, X.X.X.
000 Xxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx Xxxxxxx
Telephone:
Fax: (000) 000-0000
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SCHEDULE A
NUMBER OF SHARES OF
NAME COMPANY CAPITAL STOCK
---- ---------------------
Xxxxxx Xxxxx 97,287.17 shares of Company Common Stock
Xxxxx X. Xxxxx 0 shares of Company Common Stock
Xxxxxxxxx Xxxxxxxxx 10,500 shares of Company Common Stock
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SCHEDULE B
NUMBER OF SHARES OF
NAME HOLDING CAPITAL STOCK
---- ---------------------
Xxxxxxx Xxxxx 6,000 shares of Holding Common Stock
12,500 shares of Holding Preferred Stock
Xxxx Xxxxxxxxx 3,750 shares of Holding Common Stock
Access Capital Partners, L.P. 200,000 shares of Holding Preferred Stock
15
