The Original Lincoln Logs Ltd.
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August 6, 1997
Special Situations Fund III, L.P.
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Attn: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Dear ▇▇. ▇▇▇▇▇:
This is to confirm the agreement between Lincoln Logs
Ltd. (the "Company") and you relating to (a) the nomination of
two of your nominees as directors, subject to approval by the
Board of Directors, to be elected as part of the Company's slate
of directors (the "Slate") at the Company's 1997 Annual Meeting
of Shareholders (the "Annual Meeting") and (b) your and our
support of the entire Slate. In connection therewith, the
Company has agreed to postpone the Annual Meeting, originally
scheduled to be held on August 11, 1997, and to reschedule such
Annual Meeting not later than September 12, 1997, in order to
effect the following:
1. establish the size of the Company's Board of
Directors at six directors;
2. select four nominees for election to the Board
from the current directors, two of whom shall be
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3. include two of your nominees in the Slate to be
proposed for election at the rescheduled Annual
Meeting; and
4. have the foregoing subject to and contingent upon
your (and your affiliates') agreement to vote for the
Slate at the Annual Meeting.
In furtherance of the foregoing, the Company will file
with the Securities and Exchange Commission an amendment to its
previously filed proxy materials to its shareholders in
connection with the rescheduled Annual Meeting. The Company will
promptly provide you with all such filings and any press releases
or other documents relating to the foregoing. Promptly
thereafter, you will deliver an irrevocable proxy (subject to our
compliance with the agreement contained herein) consistent with
paragraph (4) of this letter.
Enclosed please find a copy of the minutes of a Special
Meeting of the Board of Directors of the Company held on July 30,
1997, certified by the Secretary of the Company reflecting terms
of the foregoing.
Very truly yours,
/s/ ▇▇▇▇▇▇ ▇. Apple
__________________________
▇▇▇▇▇▇ ▇. Apple
Member of the Office of
Chief Executive
Acknowledged and Agreed to:
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__________________________
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Dated: August 14, 1997
