REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT is made as of this 1st day of
January, 1997, by and between IMC MORTGAGE COMPANY, a Florida corporation (the
"Company"), COREWEST BANC, a California corporation ("CoreWest") and XXXXXX X.
XXXXXX ("Xxxxxx"), XXXXXXX XXXXX ("Xxxxx"), XXXX X. XXXXXX ("Xxxxxx"), XXXXX X.
XXXXXX ("Xxxxxx"), XXXXXXX XXXXX ("Xxxxx"), XXX XXXXXX ("Xxxxxx"), XXXXX XXXXX
("Xxxxx"), XXXX XXXXXXX ("Xxxxxxx"), and XXXXXXXX XXXX ("Nair") (Staake, Hayes,
Bishop, Levine, Steeg, Xxxxxx and Xxxxx are referred to individually as
"Shareholder" and collectively the "Shareholders"; Xxxxxx and Xxxxxx are
sometimes referred to as "Outside Shareholders;" and Staake, Hayes, Steeg,
Maddox, Curry, Cutajar and Nair are sometimes referred to as "Management
Shareholders").
RECITALS
WHEREAS, the Company, CoreWest and the Shareholders are parties to an
Agreement and Plan of Reorganization dated January 1, 1997 (the "Acquisition
Agreement"), by which the Company has acquired all the stock of CoreWest from
the Shareholders pursuant to a reverse subsidiary merger and the Shareholders
are receiving fully paid, nonassessable shares of common stock, $.01 par, of the
Company (the "Common Stock").
WHEREAS, as an inducement to the Shareholders, CoreWest and the Company
to enter into the Acquisition Agreement, the Shareholders and the Company hereby
agree that this Agreement shall govern the rights of the Shareholders to
register shares of Common Stock issuable to the Shareholders pursuant to the
Acquisition Agreement and the related reverse subsidiary merger.
NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:
1. Definitions.
(a) The term "Abbreviated Registration Statement" means a
registration statement on Form S-3 or any similar or successor form in which
financial statements and other detailed information about the issuer are
incorporated by reference from the issuer's periodic reports filed under
Securities Exchange Act of 1934.
(b) The term "Act" means the Securities Act of 1933, as amended,
or any successor legislation thereto.
(c) The terms "register," "registered," and "registration" refer
to a registration effected by preparing and filing a registration statement or
similar document in compliance with the Act, and the declaration or ordering of
effectiveness of such registration statement or document;
(d) The term "Registrable Securities" means the Common Stock
issuable or issued to a Shareholder pursuant to the terms of the Acquisition
Agreement and the related reverse subsidiary merger.
2. Registration.
2.1 Right to Include Registrable Stock on Piggyback Basis. If the
Company at any time proposes to register any of its shares of Common Stock under
the Act for its own account for sale for cash (other than a registration on Form
S-4 or Form S-8, or any successor or similar forms and other than pursuant to
Registration of Contingent Payment under Section hereof) (the "Offering"), it
will each such time promptly give written notice thereof to the Shareholders.
Upon the written request of any Shareholder (the "Requesting Shareholders") made
within 20 days after the receipt of any such notice (which request shall specify
the Registrable Securities intended to be disposed of by such Shareholders and
the intended method of distribution thereof), subject to the limitations
contained in Section 2.4, the Company will use its reasonable good faith efforts
to effect the registration under the Act of all Registrable Securities which the
Company has been so requested to register by the Requesting Shareholders to the
extent necessary to permit the disposition of the Registrable Securities so to
be registered in accordance with the intended methods of distribution thereof
specified in such request; provided that (i) if, at any time after giving
written notice of its intention to register any securities and prior to the
effective date of the registration statement filed in connection with such
registration, the Company shall determine for any bona fide good faith business
reason to terminate or not proceed with the Offering of which the Requesting
Shareholder's Registrable Securities are a part, the Company may, at its
election, give written notice of such determination to the Requesting
Shareholders and, thereupon, shall be relieved of its obligation to register any
Registrable Securities in connection with such registration, and (ii) in case of
a determination by the Company to delay registration of its securities, the
Company shall be permitted to delay the registration of Registrable Securities
for the same period as the delay in registering such other securities.
2.2 Priority in Piggyback Registrations. If the managing underwriter for
a piggyback registration involving an underwritten Offering shall advise the
Company in writing that, in its opinion, the number of securities of the Company
(including Registrable Securities) requested to be included in such registration
by the holders thereof exceeds the number of securities of the Company (the
"Sale Number") which can be sold in an orderly manner in such offering within a
price range acceptable to the Company, the Company shall, subject to the
requirements of the following sentence, include (i) first, all securities of the
Company that the Company proposes to register for its own account; (ii) second,
to the extent that the number of securities of the Company to be included by the
Company is less than the Sale Number, all Registrable Securities requested to be
included by the Shareholders and all other securities of the Company requested
to be included by the holders thereof, pro rata based on the relative numbers of
securities requested to be included by each.
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2.3 Limitation on Number of Shares Registered/No Cutback/Demand.
Notwithstanding any provision contained herein to the contrary, each Shareholder
may not register more Registrable Securities than set forth below.
(a) During 1997 and 1998, an Outside Shareholder may not register
each calendar year more than 24.9% of the Registrable Securities received by
such Shareholder as the "Base Payment" under the Acquisition Agreement; provided
that an Outside Shareholder may register in excess of 24.9% (but not more than
49.8%) in 1998 to the extent he was unable to register up to 24.9% of the
Registrable Securities received by such Shareholder as the Base Payment under
the Acquisition Agreement during an Offering in 1997 (except to the extent such
inability resulted from an election by the Outside Shareholder to include less
than 24.9% in the notice delivered pursuant to Section 2.1 hereof.
(b) During 1997 and 1998, if the "Post-Closing CoreWest Business
Unit" (as defined in the Acquisition Agreement) is performing at or above its
Agreed Plan (as defined in the Acquisition Agreement) each Management
Shareholder may not register each calendar year more than 24.9% of the
Registrable Securities received by such Management Shareholder as the "Base
Payment" under the Acquisition Agreement; provided that such Management
Shareholder may register in excess of 24.9% (but not more than 49.8%) in 1998 to
the extent he was unable to register up to 24.9% of the Registrable Securities
received by such Shareholder as the Base Payment under the Acquisition Agreement
during an Offering in 1997 (except to the extent such inability resulted from an
election by the Management Shareholder to include less than 24.9% in the notice
delivered pursuant to Section 2.1 hereof. For purposes of this Agreement, the
Post-Closing CoreWest Business Unit shall be deemed to be performing at or above
its Agreed Plan if it has achieved on a rolling 12-month basis (i) 90% or better
of its net income and 80% or better of its gross originations; or (ii) 80% or
better of its net income and 90% or better of its gross originations.
(c) During 1997 and 1998, if the Post-Closing CoreWest Business
Unit is not performing at or above its Agreed Plan, a Management Shareholder may
not register more than 15% of the Registrable Securities received by such
Management Shareholder as the "Base Payment" under the Acquisition Agreement.
(d) To the extent that a Shareholder has the right to register
certain Registrable Securities in a piggyback registration under subparagraphs
(a), (b) and (c) above, but does not register the full number of shares
available, the Shareholder may assign such unused allotment to another
Shareholder by written agreement signed by both the assignor Shareholder and
assignee Shareholder, which agreement is delivered to the Company.
(e) Each Shareholder may notify the Company in writing by January
31, 1997 as to the number of Registrable Securities he desires to have
registered during 1997, up to the limits set forth in subparagraphs (a), (b) and
(c), as applicable. To the extent the Company cannot arrange for the
registration of such Registrable Securities on a piggyback
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basis pursuant to Sections 2.1 and 2.2 during 1997, the Company shall effect the
registration under the Act of such Registrable Securities prior to the end of
1997. Each Shareholder may notify the Company in writing by January 15, 1998 as
to the number of Registrable Securities he desires to have registered during
1998, up to the limits set forth in subparagraphs (a), (b) and (c), as
applicable. To the extent the Company cannot arrange for the registration of
such Registrable Securities on a piggyback basis pursuant to Sections 2.1 and
2.2 during 1998, the Company shall effect the registration under the Act of such
Registrable Securities prior to the end of 1998.
2.4 Registration of Registrable Securities received on "Contingent
Payment". The Company will use its reasonable good faith efforts to effect as
promptly as practical the registration of all Registrable Securities
constituting the Contingent Payment under the Act, provided, however:
(a) registration may be delayed by the Company until the first to
occur of June 30, 1999 or the first registration of shares conducted by the
Company in 1999 if the Company believes that such registration of Registrable
Securities would require the disclosure of material information that the Company
has a bona fide business purpose for preserving as confidential or the
disclosure of which would impede the Company's ability to consummate a
significant transaction;
(b) the Company may register less than all the Registrable
Securities constituting the Contingent Payment (but not less than 37.5% thereof
paid to each Shareholder, at some time during each of 1999 and 2000 [or 75% in
the aggregate during both years], which 37.5% allocation can be assigned among
the Shareholders by written agreement signed by both transfer Shareholder and
transferee Shareholder and delivered to Company) if the Company is advised in
writing by its investment banker that, based on market capitalization of the
Company's stock and the number of shares constituting the Contingent Payment,
registration of such shares would exceed the number of shares it is advisable to
register at the time. In the event the Company limits the number of shares
registered based upon the written advice of its investment bankers, subject to
the limitations set forth in the immediately preceding sentence, the Company
shall register any remaining Registrable Securities constituting the Contingent
Payment as soon as practical thereafter; and
(c) any Registrable Securities constituting the Contingent
Payment in excess of 37.5% of the total Registrable Securities issued to each
Shareholder as the Contingent Payment shall not be sold or otherwise disposed of
by the Shareholder without the prior written consent of the Company for six
months following registration of such Registrable Securities, provided that the
Shareholders may assign among each other their respective rights to sell up to
37.5% of such shares without consent during this period by written agreement
signed by both transferor Shareholder and transferee Shareholder and delivered
to the Company.
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2.5 Force Majeure. Notwithstanding anything to the contrary contained in
this Agreement, the Company's obligations to register any Registrable Securities
shall be suspended or extended as reasonably necessary to protect Company in the
event registration cannot be performed due to causes which are outside the
control of the Company and could not be avoided by the exercise of due care. For
example, if the SEC suspends operation due to a federal budget crisis, the
Company shall receive a sufficient extension to permit the SEC to resume
operations and process the Company's filings.
3. Obligations of the Company. Whenever required under this Agreement to
effect the registration of any Registrable Securities, the Company shall, as
expeditiously as reasonably possible:
(a) Prepare and file with the SEC a registration statement with
respect to such of the Registrable Securities as are set forth in the request,
use its reasonable good faith efforts to cause such registration statement to
become effective and use its reasonable good faith efforts to keep such
registration statement effective for up to one year (nine months in the case of
a registration statement that is not an Abbreviated Registration Statement) but
not after such securities cease being Registrable Securities.
(b) Prepare and file with the SEC such amendments and supplements
to such registration statement and the prospectus used in connection with such
registration statement as may be necessary to comply with the provisions of the
Act with respect to the disposition of all securities covered by such
registration statement.
(c) Furnish to the Requesting Shareholders such numbers of copies
of a prospectus, including a preliminary prospectus, in conformity with the
requirements of the Act, and such other documents as they may reasonably request
in order to facilitate the disposition of Registrable Securities owned by such
Shareholders.
(d) Use its best reasonable efforts to register or qualify the
securities covered by such registration statement under such other securities or
Blue Sky laws of such jurisdictions within the United States as shall be
reasonably requested by the Requesting Shareholders, provided that the Company
shall not be required in connection therewith or as a condition thereto to
qualify to do business, subject itself to taxation or to file a general consent
to service of process in any such states or jurisdictions.
(e) In the event the registration statement is used in an
underwritten public offering, enter into and perform its obligations under an
underwriting agreement, in usual and customary form, with the managing
underwriter of such offering, provided that the Requesting Shareholders also
have entered into and performed their obligations under such an agreement.
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(f) Notify the Requesting Shareholders, at any time when a
prospectus relating thereto is required to be delivered under the Act, of the
happening of any event as a result of which the prospectus included in such
registration statement, as then in effect, includes an untrue statement of a
material fact or omits to state a material fact required to be stated therein or
necessary to make the statements therein not misleading in the light of the
circumstances then existing.
4. Furnish Information. The Company's obligation to cause any registration
statement to become effective in connection with distribution of any Registrable
Securities pursuant to this Agreement shall be contingent upon each of the
Shareholders, with reasonable promptness, furnishing to the Company such
information regarding such Shareholder, the Registrable Securities held by such
Shareholder, and the intended method of disposition of such securities, as shall
be required to effect the registration of the Registrable Securities.
5. Indemnification. In the event of any registration under this Agreement:
(a) To the extent permitted by law, the Company will indemnify
and hold harmless the Requesting Shareholders, any underwriter (as defined in
the Act) for such Shareholders and each person, if any, who controls such
Shareholders or underwriter within the meaning of the Act or the Securities
Exchange Act of 1934, as amended (the "1934 Act"), against any losses, claims,
damages, or liabilities (joint or several) to which they may become subject
under the Act, or the 1934 Act or other federal or state law, insofar as such
losses, claims, damages, or liabilities (or actions in respect thereof) arise
out of or are based upon any of the following statements, omissions or
violations (collectively a "Violation"): (i) any untrue statement or alleged
untrue statement of a material fact contained in such registration statement,
including any preliminary prospectus or final prospectus contained therein or
any amendments or supplements thereto, (ii) the omission or alleged omission to
state therein a material fact required to be stated therein, or necessary to
make the statements therein not misleading, or (iii) any violation or alleged
violation by the Company of the Act, the 1934 Act, any state securities law or
any rule or regulation promulgated under the Act, or the 1934 Act or any state
securities law, and the Company will pay to the Requesting Shareholders,
underwriter or controlling person, as incurred, any legal or other expenses
reasonably incurred by them in connection with investigating or defending any
such loss, claim, damage, liability, or action; provided, however, that the
indemnity agreement contained in this subsection 5(a) shall not apply to amounts
paid in settlement of any such loss, claim, damage, liability, or action if such
settlement is effected without the consent of the Company (which consent shall
not be unreasonably withheld), nor shall the Company be liable in any such case
for any such loss, claim, damage, liability, or action to the extent that it
arises out of or is based upon (1) a Violation which occurs in reliance upon and
in conformity with written information furnished expressly for use in connection
with such registration by the Requesting Shareholders, underwriter or
controlling person or (2) a Violation which results from the fact that there was
not sent or given to a person who bought Registrable Stock, at or prior to the
written confirmation of the sale, a copy of the final
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prospectus, as then amended or supplemented, if the Company had previously
furnished copies of such prospectus hereunder and such prospectus corrected the
misstatement or omission forming the basis of the Violation.
(b) To the extent permitted by law, the Requesting Shareholders
will indemnify and hold harmless, to the extent of the proceeds received by such
Shareholders, the Company, each of its directors, each of its officers who has
signed the registration statement, each person, if any, who controls the Company
within the meaning of the Act, any underwriter, any other shareholder of the
Company selling securities in such registration statement and any controlling
person of any such underwriter or other shareholder, against any losses, claims,
damages, or liabilities (joint or several) to which any of the foregoing persons
may become subject, under the Act, or the 1934 Act or other federal or state
law, insofar as such losses, claims, damages, or liabilities (or action in
respect thereto) arise out of or are based upon any Violation, in each case to
the extent (and only to the extent) that such Violation occurs in reliance upon
and in conformity with written information furnished by the Requesting
Shareholders expressly for use in connection with such registration; and such
Shareholders will pay, as incurred, any legal or other expenses reasonably
incurred by any person intended to be indemnified pursuant to this subsection
5(b), in connection with investigating or defending any such loss, claim,
damage, liability, or action; provided, however, that the indemnity agreement
contained in this subsection 5(b) shall not apply to amounts paid in settlement
of any such loss, claim, damage, liability or action if such settlement is
effected without the consent of the Requesting Shareholders, which consent shall
not be unreasonably withheld; provided further, that in no event shall any
indemnity under this subsection 5(b) exceed the gross proceeds from the Offering
(excluding underwriting discounts and commissions) received by the Requesting
Shareholders.
(c) If any third party makes a claim for which an indemnifying
party under this Section ("Indemnified Party") seeks indemnity from the
indemnifying party ("Indemnitor"), the Indemnified Party shall as soon as
practicable notify Indemnitor of the details of the claim ("Claim Notice").
After receiving a Claim Notice, Indemnitor may elect, by written
notice to the Indemnified party, to assume the defense of such claim by using
counsel selected by Indemnitor, acting reasonably. If Indemnitor assumes such
defense and admits that the claim is subject to the Indemnitor's indemnity
obligations, then (i) the claim shall be deemed to be claim indemnified by the
Indemnitor; (ii) the Indemnified Party may, at its election, participate in the
defense of the claim, but Indemnitor will have no obligation to pay for any
defense costs including attorneys' fees of the Indemnified Party after
Indemnitor assumes the defense of the claim; and (iii) Indemnitor will have the
right, without cost to Indemnified Party, to compromise and settle the claim on
any basis believed reasonable, in good faith, by Indemnitor, and Indemnified
Party shall be bound thereby, provided that Indemnitor can reasonably
demonstrate the financial resources to perform under the terms of the proposed
Settlement.
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After receiving a Claim Notice, if Indemnitor either does not
assume the defense thereof, or does so under a reservation of rights without
admitting that the claim is subject to the Indemnitor's indemnity obligations,
then: (i) the claim shall not be deemed to be a claim indemnified by the
Indemnitor and neither party shall have waived any rights to assert that the
claim is or is not properly a claim subject to the Indemnitor's indemnity
obligations; (ii) both Indemnitor and Indemnified Party may, at their individual
election, participate in the defense of such claim but Indemnitor will remain
responsible for the costs of defense, including reasonable attorneys' fees of
the Indemnified Party should the claim ultimately be determine to be subject to
Indemnitor's indemnity obligation; and (iii) the Indemnified Party shall have
the right to compromise and settle the claim on any basis believed reasonable,
in good faith, by the Indemnified Party, and the Indemnitor will be bound
thereby should the claim ultimately be determined to be subject to Indemnitor's
indemnity obligation.
(d) If the indemnification provided for in this Section 5 is held
by a court of competent jurisdiction to be unavailable to an indemnified party
with respect to any loss, liability, claim, damage, or expense referred to
therein, then the indemnifying party, in lieu of indemnifying such indemnified
party hereunder, shall contribute to the amount paid or payable by such
indemnified party as a result of such loss, liability, claim, damage, or expense
in such proportion as is appropriate to reflect the relative fault of the
indemnifying party on the one hand and of the indemnified party on the other in
connection with the statements or omissions that resulted in such loss,
liability, claim, damage, or expense as well as any other relevant equitable
considerations. The relative fault of the indemnifying party and of the
indemnified party shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the
omission to state a material fact relates to information supplied by the
indemnifying party or by the indemnified party and the parties' relative intent,
knowledge, access to information, and opportunity to correct or prevent such
statement or omission.
(e) The obligations of the Company and the Requesting
Shareholders under this Section shall survive the completion of any offering of
Registrable Securities in a registration statement under this agreement, and
otherwise.
6. Expenses of Registration. All expenses incurred in connection with any
registration, qualification or compliance pursuant to this Agreement, including,
without limitation, all registration, filing and qualification fees, printing
expenses, fees and disbursements of counsel for the Company and expenses of any
special audits incidental to or required by such registration, qualification or
compliance shall be borne by the Company, except that the Company shall not be
required to pay underwriters' discounts, commissions, or stock transfer taxes
relating to the Registrable Securities or the fees and disbursements of counsel
to the Shareholders.
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7. Holdback Agreement. If requested by the Company, the Shareholders agree not
to effect any public sale or distribution, including any sale pursuant to Rule
144 under the Act, of any Registrable Securities (in each case, other than as
part of the offering to which such registration statement relates) within 7 days
before or for such time after the effective date of a registration statement
filed pursuant to this Agreement for an underwritten offering as is required by
the Underwriter in connection with the Offering, provided that the two most
senior executives of the Company agree to hold back on the same terms and
conditions.
8. Rule 144 Exemption. Company shall reasonably cooperate with Shareholders in
the delivery of such representation letters and other certificates as may be
reasonably necessary to effectuate sales of Common Stock received by
Shareholders pursuant to the Acquisition Agreement under the exemption from
registration under the Act provided by Rule 144 or such other exemptions as may
be available at that time.
9. Miscellaneous.
9.1 Successors and Assigns. The terms and conditions of this Agreement
shall inure to the benefit of and be binding upon the respective successors and
assigns of the parties; provided that the Shareholders may not assign its rights
under this Agreement without the consent of the Company. Nothing in this
Agreement, express or implied, is intended to confer upon any party other than
the parties hereto any rights, remedies, obligations, or liabilities under or by
reason of this Agreement.
9.2 Governing Law. This Agreement shall be governed by and construed
under the laws of the State of Florida.
9.3 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
9.4 Titles and Subtitles. The titles and subtitles used in this
Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement.
9.5 Notices. Unless otherwise provided, any notice required or permitted
under this Agreement shall be given in writing and shall be deemed effectively
given (i) upon personal delivery to the party to be notified, (ii) on the
seventh business day after deposit with the United States Post Office, by
registered or certified mail, postage prepaid, (iii) on the next business day
after dispatch via nationally recognized overnight courier or (iv) upon
confirmation of transmission by facsimile, all addressed to the party to be
notified at the address indicated for such party on the signature page hereof,
or at such other address as such party may designate by ten (10) days' advance
written notice to the other parties. Notices should be provided in accordance
with this Section at the following addresses:
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If to the Shareholders to:
Xx. Xxxxxx X. Xxxxxx
00000 Xxxxx Xxxxxx
Xxx Xxxxxxx, XX 00000
Xx. Xxxxxxx X. Xxxxx
0000 Xxxxx Xxxxx
Xxxxxxxxx, XX 00000
Xx. Xxxx X. Xxxxxx
0000 Xxxxxxx Xxxx, #000
Xxx Xxxxx, XX 00000
Xx. Xxxxx X. Xxxxxx
c/o Brentwood
0000 Xxxxxxx Xxxx #000
Xxx Xxxxx, XX 00000
Xxxxxxx X. Xxxxx
0000 Xxxxx Xxxxxx
Xxx Xxxxxxx, XX 00000
Xxxxxx X. Xxxxx
00000 Xxxxxxxx Xxxx. #0000
Xxx Xxxxxxx, XX 00000
Xxx Xxxxxx
00000 Xxxxxxxx Xxxxxx
Xxxxxx Xxxxx, XX 00000
Xxxx X. Xxxxxxx
0000 Xxxxxxx Xxxxx
Xxxxxx Xxxxxx, XX 00000
Xxxxxxxx X. Xxxx
0000 Xxxx Xxxxxx Xxx
Xxx Xxxxx, XX 00000
CoreWest Banc
0000 Xxxxxxxx Xxxxxx, Xxxxx 000
Xxx Xxxxxxx, XX 00000-0000
ATTN: Xx. Xxxxxxx X. Xxxxx
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If to the Company, to:
Xx. Xxxxxx Xxxxxxxx, Chairman
IMC Mortgage Company
c/o Industry Mortgage Corp.
0000 Xxxxxxxxx Xxxx Xxxxx, Xxxxx 000
Xxxxx, XX 00000
Facsimile: (000) 000-0000
with a copy to:
Xxxxxxxx X. Xxxxxx, Esquire
Xxxxxxxx X. Xxxxxx, P.A.
Xxx Xxxxxxxxxxx Xxxxx, Xxxxx 0000
Xxxxxxxxxxxx, XX 00000
Facsimile: (000) 000-0000
9.8 Expenses. If any action at law or in equity is necessary to enforce
or interpret the terms of this Agreement, the prevailing party shall be entitled
to reasonable attorneys' fees, costs and necessary disbursements in addition to
any other relief to which such party may be entitled.
9.9 Amendments and Waivers. Any term of this Agreement may be amended
and the observance of any term of this Agreement may be waived (either generally
or in a particular instance and either retroactively or prospectively), only
with the written consent of the Company and the holders of a majority of the
Registrable Securities then outstanding. Any amendment or waiver effected in
accordance with this paragraph shall be binding upon each holder of any
Registrable Securities then outstanding, each future holder of all such
Registrable Securities, and the Company.
9.10 Severability. If one or more provisions of this Agreement are held
to be unenforceable under applicable law, such provision shall be excluded from
this Agreement and the balance of the Agreement shall be interpreted as if such
provision were so excluded and shall be enforceable in accordance with its
terms.
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9.11 Entire Agreement; Amendment; Waiver. This Agreement constitutes the
full and entire understanding and agreement between the parties with regard to
the subjects hereof.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
IMC MORTGAGE COMPANY
By: /s/ XXXXXX X. XXXXXXXXX /s/ XXXXXX X. XXXXXX
------------------------------- ----------------------------
its President XXXXXX X. XXXXXX
Address: /s/ XXXXXXX X. XXXXX
0000 Xxxxxxxxx Xxxx Xxxxx, Xxxxx 000 ----------------------------
Xxxxx, XX 00000 XXXXXXX X. XXXXX
Fax: (000) 000-0000
"COMPANY" ----------------------------
XXXX X. XXXXXX
----------------------------
XXXXX X. XXXXXX
----------------------------
XXXXXXX XXXXX
----------------------------
XXX XXXXXX
----------------------------
XXXXXX X. XXXXX
----------------------------
XXXX X. XXXXXXX
----------------------------
XXXXXXXX X. XXXX
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9.11 Entire Agreement; Amendment; Waiver. This Agreement constitutes the
full and entire understanding and agreement between the parties with regard to
the subjects hereof.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
IMC MORTGAGE COMPANY
By:
------------------------------- ----------------------------
its President XXXXXX X. XXXXXX
Address:
0000 Xxxxxxxxx Xxxx Xxxxx, Xxxxx 000 ----------------------------
Xxxxx, XX 00000 XXXXXXX X. XXXXX
Fax: (000) 000-0000
/s/ XXXX X. XXXXXX
"COMPANY" ----------------------------
XXXX X. XXXXXX
/s/ XXXXX X. XXXXXX
----------------------------
XXXXX X. XXXXXX
----------------------------
XXXXXXX XXXXX
----------------------------
XXX XXXXXX
----------------------------
XXXXXX X. XXXXX
----------------------------
XXXX X. XXXXXXX
----------------------------
XXXXXXXX X. XXXX
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