EXHIBIT IV
STOCK OPTION AGREEMENT
This Stock Option Agreement (the "Option Agreement"), dated as of July 7,
1998, is made between High Ridge Capital LLC, a Delaware limited liability
corporation ("High Ridge"), and The Seibels Xxxxx Group, Inc., a South Carolina
corporation (the "Company"). Reference is made to the Stock Purchase Agreement,
dated as of January 20, 1996, among the Company, Xxxxxxx X. Xxxxxx and Xxxxxx X.
Xxxxxx (the "1996 Stock Purchase Agreement"), the Stock Option Agreement, dated
as of January 30, 1996 among Xxxxxxx X. Xxxxxx, Xxxxxx X. Xxxxxx, Xxx Xxxxxxx
and Xxxx Xxxxxxx (the "Individual Optionholders") and the Company (the "1996
Stock Option Agreement") and the Stock Option Purchase Agreement, dated as of
November 20, 1997, among the Company, the Individual Optionholders and High
Ridge (the "High Ridge Stock Option Purchase Agreement").
WITNESSETH
WHEREAS, pursuant to the 1996 Stock Purchase Agreement and the 1996 Stock
Option Agreement, the Company granted to the Individual Optionholders an
irrevocable option to purchase, from the Company, 6,250,000 shares of common
stock, par value $1.00 per share ("Common Stock") of the Company, upon the terms
and conditions set forth therein, which option, as the result of a reverse stock
split by the Company of the Common Stock, represents as of the date hereof the
right to purchase 1,562,500 shares of Common Stock;
WHEREAS, pursuant to the High Ridge Stock Option Purchase Agreement, the
Individual Optionholders have sold and assigned a portion of such options to
High Ridge, and High Ridge has purchased such portion of such options,
aggregating options to purchase 703,124 shares of Common Stock, and the Company
has consented to such sale and assignment in accordance with the terms of High
Ridge Stock Option Purchase Agreement;
WHEREAS, High Ridge and the Company have agreed to restate the terms of
such options now held by High Ridge pursuant to the terms hereof;
NOW, THEREFORE, subject to the terms and conditions hereof and in
consideration of the premises and the promises contained herein, High Ridge and
the Company hereto agree as follows:
ARTICLE 1
OPTION TERMS
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1.1 Amount of Option. The Company hereby confirms the terms of an
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irrevocable option (the "Option") to purchase from the Company 703,124 shares of
Common Stock (the "Shares"), which Option has been assigned to High Ridge by the
Individual Optionholders pursuant to an Assignment Agreement dated as of June
23, 1998 by and among the Individual Optionholders and High Ridge, upon the
terms and conditions set forth below and in Section 1.2:
(a) The portion of the Option with respect to 351,562 of the Shares
shall have an exercise price of the greater of (i) Book Value (as defined in
Section 1.1(c)) per share on the date of exercise or (ii) $6.00 per share. This
portion of the Option for 351,562 of the Shares shall terminate on December 31,
1998.
(b) The portion of the Option with respect to the remaining 351,562 of
the Shares shall have an exercise price of the greater of (i) Book Value (as
defined Section 1.1(c)) per share on the date of exercise or (ii) $8.00 per
share. This portion of the Option for 351,562 of the Shares shall terminate on
December 31, 2000.
(c) For purposes of this Option Agreement, "Book Value" shall be the
total shareholders equity of the Company divided by the shares issued and
outstanding, determined under the standard practices of the Company and reported
on SEC Form 10-Q, as of the end of the previous calendar quarter.
1.2 Additional Terms and Conditions. In addition to the terms and
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conditions in Section 1.1, the Option shall be subject to the following terms
and conditions:
(a) Each exercise of the Option must be made in an amount equal to at
least 500 shares.
(b) Full payment of the exercise price must be made to the Company
upon exercise of the Option, whether in whole or in part, by certified or
cashier's check or wire transfer.
(c) The Option is not transferable by High Ridge, except as provided
in Article 3 of this Option Agreement.
(d) The Option is irrevocable until termination under Section 1.1(a)
or (b).
ARTICLE 2
EXERCISE OF OPTION AND ISSUANCE OF SHARES
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2.1 Exercise of Option. To exercise the Option, in whole or in part, High
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Ridge must deliver to the Company written notice, signed by High Ridge, stating
the
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number of Shares High Ridge elects to be purchased, and stating that payment to
the Company is made as described in Section 1.2(b).
2.2 Issuance of Shares. Upon exercise of all or part of the Option, the
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Company shall issue the appropriate number of Shares to High Ridge within 30
days or such later time as may be deemed necessary by the Company's Board of
Directors on the advice of counsel, to comply with applicable federal or state
securities laws or state insurance laws.
2.3 Securities Act of 1933.
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(a) Unregistered Securities. High Ridge understands that the Option
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acquired pursuant to this Agreement and the Shares underlying the Option have
not been registered under the Securities Act of 1933, as amended (the
"Securities Act"), or under applicable state securities laws, in reliance upon
exemptions thereunder from such registration requirements afforded by Section
4(2) of the Securities Act and Regulation D thereunder, governing the offer and
sale of securities to accredited investors, and other applicable exemptions.
High Ridge agrees that there shall be imprinted on the face of any
certificate(s) of the Shares issued pursuant to a partial or full exercise of
the Option issued pursuant to this Agreement a restrictive legend substantially
in the form set forth in Section 2.3(b) below.
(b) Restrictive Legend. High Ridge understands and agrees that any
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disposition of the Shares in violation of this Agreement shall be null and void,
and that no transfer of Shares shall be made by the Company's transfer agent
upon the Company's stock transfer books unless there has been compliance with
the terms of this Agreement. High Ridge understands and agrees that there shall
be imprinted on the certificates for the Shares a legend substantially in the
form as the following:
The option under which the shares of common stock represented by
this certificate was acquired and the shares acquired under
exercise of that option have not been registered under the
Securities Act of 1933, as amended (the "Securities Act"), and
may not be offered or sold unless the shares are registered under
the Securities Act, or an exemption from the registration
requirements under the Securities Act is available.
(c) The Option. High Ridge acknowledges that the Option has not been
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registered under the Securities Act. High Ridge is acquiring beneficial
ownership of the Option for its own account for investment, and not with a view
to a distribution. High Ridge agrees not to transfer or otherwise dispose of the
Option unless such transfer or other disposition is registered under the
Securities Act or is exempt from such registration. By reason of High Ridge's
knowledge and experience in financial and business matters, High Ridge is
capable of evaluating the merits and risks of its acquisition hereunder of
beneficial ownership of the Option. High Ridge has had available such
information with respect to the Company as deemed necessary or
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appropriate to make such evaluation. High Ridge has the financial resources to
bear the risk of ownership of the Option.
(d) Cooperation With Filings. High Ridge covenants to provide the
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Company with all information concerning High Ridge necessary to enable the
Company to make all required Securities and Exchange Commission ("SEC"),
insurance regulatory, and other filings required in connection with this
Agreement.
(e) Due Execution: Binding Effect. This Agreement has been duly
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executed by or on behalf of High Ridge and is a valid and binding obligation
enforceable against High Ridge in accordance with its terms, except as
enforceability thereof may be limited by the exercise of judicial discretion,
the laws of bankruptcy, insolvency, reorganization, moratorium, or other similar
laws from time to time in effect relating to or affecting generally the
enforcement of creditors' rights, and except as enforcement of remedies may be
limited by general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law).
2.4 Change in Capital Stock Structure. In the event of a stock dividend,
---------------------------------
stock split or combination of shares, recapitalization or merger in which the
Company is the surviving corporation, or other change in the Company's capital
stock (including, but not limited to the creation or issuance to shareholders
generally of rights, options or warrants for the purchase of common stock or
preferred stock of the Company), the number and kind of shares of stock or
securities of the Company to be subject to the Option then remaining
outstanding, the number of additional Shares with respect to which the Option is
unexercised, and the exercise price shall be appropriately adjusted by the
Company.
ARTICLE 3
RESTRICTIONS ON RESALE
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High Ridge shall not sell, transfer, assign or otherwise dispose of any
Shares purchased by exercising Options granted by this Agreement (or the Option
itself), other than to a corporation of which High Ridge owns not less than 80%
of the voting power entitled to be cast in the election of directors of such
corporation, except as set forth below. High Ridge shall not sell, transfer,
assign or otherwise dispose of its beneficial interest in any Shares or the
Option, except:
(a) to the Company or to any person approved in a resolution adopted
by a majority of the Board of Directors of the Company (excluding for the
purposes of such approval any directors nominated or designated by High Ridge
pursuant to any agreement, arrangement or understanding between High Ridge and
the Company);
(b) subject to Article 4, pursuant to an underwritten public offering
of Shares managed by an investment banking firm reasonably acceptable to the
Company and registered under the Securities Act;
(c) in one or more privately negotiated transactions exempt from
registration under the Securities Act; provided that prior to making a transfer
pursuant to
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this clause (c), High Ridge shall obtain a representation from its transferee
addressed to High Ridge and the Company that such Shares are being acquired for
investment only;
(d) pursuant to Rule 144 under the Securities Act;
(e) to a corporation of which High Ridge and its affiliates own not
less than 80% of the voting power entitled to be cast in the election of
directors (a "Controlled Corporation"); provided that such Controlled
Corporation shall expressly assume in a writing duly executed by it and
delivered to the Company all of the obligations and restrictions contained in
this Agreement pertaining to High Ridge and shall agree to transfer such Shares
to High Ridge or another Controlled Corporation of High Ridge if it ceases to be
a Controlled Corporation of High Ridge;
(f) in a merger or consolidation in which the Company is acquired, or
a plan of liquidation of the Company; or
(g) in response to an offer to purchase or exchange for cash or other
consideration any Shares (i) which is made by or on behalf of the Company or
(ii) which is made by or on behalf of any Person or Group (as such terms are
defined in the 1996 Stock Purchase Agreement) and which is approved by the Board
of Directors of the Company at least two business days prior to the expiration
of such offer.
Notwithstanding the foregoing, High Ridge shall not sell in the aggregate,
pursuant to clause (c) or (d) above, Shares representing more than 10% of the
Outstanding Voting Power (as such term is defined in the 1996 Stock Purchase
Agreement) of the Company to any Person or Group or sell any Shares to any such
Person or Group who shall have on file with the SEC a current statement on
Schedule 13D under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), reporting its beneficial ownership of 10% or more of the
outstanding voting power of the Company.
ARTICLE 4
REGISTRATION OF SHARES
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4.1 Certain Definitions. The following terms as used in this Section
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shall have the meanings indicated therefor:
(a) "Effective Date" means the date on which a Registration becomes or
is declared effective by the SEC.
(b) "Piggy-back Registration" means a Registration of all or a portion
of the Shares pursuant to Section 4.2, whether or not the registration statement
becomes effective.
(d) "Registration" means the preparation of a registration statement
under the Securities Act and the taking of such other action as shall be
reasonable and appropriate to cause the registration provided for in such
registration statement to be filed
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and become effective under the Securities Act, such registration to be filed on
any registration statement form for which the Company is eligible and which it
elects to utilize.
(e) "Registration Expenses" means all expenses, other than Selling
Expenses, incurred by the Company in effecting a Piggy-back Registration
requested pursuant to and otherwise complying with the Company's obligations
under this Section, including, without limitation, all registration and filing
fees, printing expenses, fees and disbursements of counsel for the Company and
of independent public accountants engaged by the Company to conduct any special
audits incident to or required to be included in any such Registration.
(f) "Selling Expenses" means all stock transfer taxes and
underwriters' discounts and commissions applicable to the sale of all or certain
of the Shares by High Ridge.
4.2 Piggy-Back Registration.
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(a) Notice of Possible Registration of Shares. Each time before
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December 31, 1999 that the Company proposes to effect a Registration of any
shares of the same class as the Shares, other that a registration on Form S-4 or
S-8, or other similar registration form hereafter authorized or prescribed by
the SEC, it will give written notice at least 30 days before the proposed filing
date therefor to High Ridge and, upon the written request of High Ridge given
within 10 business days after the date of such notice, the Company will, subject
to the limitations set forth elsewhere in this Section, include in such
Registration the Shares which High Ridge has so requested to be registered. High
Ridge shall be entitled to two Piggy-back Registrations.
4.3 Termination of Registration Rights. The right of High Ridge to a
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Piggy-back Registration will terminate when High Ridge no longer owns
beneficially at least 20% of the Shares represented by the Option, adjusted to
give effect to stock dividends, stock splits and other similar changes to the
capital structure of the Company.
4.4 Registration Procedure. Subject to the limitations set forth
----------------------
elsewhere in this Section, if the Company receives a request to register any
Shares pursuant to Section 4.2 which complies with the terms of this Article 4,
the Company will use its best efforts to:
(a) keep any effective registration statement effective and current
until the earlier of (i) the completion of the distribution of the Shares so
registered or (ii) expiration of 90 days after the Effective Date;
(b) furnish to High Ridge such number of copies of a summary
prospectus, if any, or other prospectus, including a preliminary prospectus, in
conformity
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with the requirements of the Securities Act, and such other documents in such
numbers as High Ridge may reasonably request in order to facilitate the public
sale or other disposition of the Shares registered;
(c) cooperate with High Ridge and High Ridge's counsel to register or
qualify the Shares covered by such Registration under the securities or "blue
sky" laws of such states of the United States as High Ridge shall reasonably
request not to exceed five (5) states and, in any event, at High Ridge's
expense;
(d) promptly advise High Ridge as to the following: (i) the time at
which the registration statement or any post-effective amendment thereto shall
have become effective, the time at which any amendment or supplement to the
prospectus is filed with the SEC and the time at which the offering and sale may
commence, (ii) any request by the SEC for any amendment to such registration
statement or the prospectus or for additional information, and the nature and
substance thereof, and (iii) the issuance by the SEC or any other federal or
state governmental authority or court of any order or similar process suspending
the effectiveness of such registration statement or the suspension of the
qualification of Shares for sale in any jurisdiction, or the initiation (or
threat thereof in writing) of any proceedings for that purpose, and the Company
will use its best efforts to prevent the issuance of such order or process and,
if all such order or process shall be issued, to obtain the withdrawal thereof
at the earliest possible time.
4.5 Underwriting.
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(a) Underwritten Distribution May be Requested. If the Company
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proposes to offer, issue and sell securities of the same class as the Shares in
an underwritten distribution by the Company in a Registration covering Shares
then the right of High Ridge to Registration of High Ridge's Shares shall be
conditioned, subject to the further terms and conditions hereof, on the
Company's best effort to effect the inclusion of the Shares of High Ridge
requested to be so registered in such underwriting.
(b) Selection of Underwriters. The Company shall have the sole right
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to select the managing underwriter to effect any underwritten distribution of
the Shares.
(c) Underwriting Agreement. In the case of an underwritten
----------------------
Registration, the Company and High Ridge shall enter into an underwriting
agreement in customary form with the underwriter or underwriters selected in
accordance with this Section and shall agree not to effect any public sale or
distribution of securities of the same class as the Shares other than as part of
such underwriting within 90 days (or such other period as may be negotiated)
after the Effective Date of such registration statement.
(d) Limitation on Shares to be included in an Underwritten
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Registration. If the managing underwriter advises the Company in writing that
marketing factors require a limitation of the number of Shares to be
underwritten, then the Company will provide a copy of such writing to High Ridge
and High Ridge shall be entitled to consult with the underwriters concerning
such advice. High Ridge shall be entitled to sell
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only the maximum number of Shares that may, in the opinion of such underwriters
after such consultation with High Ridge, be sold by High Ridge.
4.6 Expenses.
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(a) Registration Expenses. The Company will bear Registration
---------------------
Expenses for a Registration commenced or completed pursuant to this Section.
(b) Selling Expenses. All Selling Expenses in connection with any
----------------
Registration commenced or completed pursuant to this Section will be borne by
High Ridge.
(c) Mitigation of Company's Obligations. (i) The Company shall have
-----------------------------------
no obligation to bear Registration Expenses if the Company is informed by the
South Carolina Insurance Department that it will not allow any direct or
indirect Subsidiary of the Company to pay a dividend or make a distribution to
the Company to provide funds for the payment of Registration Expenses. The
Company agrees to use its best efforts to cause such Department to give its
approval of such a dividend or distribution.
(ii) If the Company is relieved from bearing any Registration
Expenses pursuant to this subsection, High Ridge may assume the obligation to
pay such Registration Expenses and the Company will proceed with the
Registration.
(iii) If, within three years of the Effective Date of a
Registration for which High Ridge bore the Registration Expenses which otherwise
would have been borne by the Company, the Company has funds available to it, it
will upon request reimburse High Ridge for such Registration Expenses borne by
it.
4.7 Indemnification.
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(a) Indemnification by the Company. In each case of a Registration of
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Shares pursuant to the registration rights granted hereby, the Company will
indemnify, save and hold harmless High Ridge, each underwriter thereof, and each
officer and director of any such underwriter from and against any claim, damage,
loss, settlement, or liability, arising out of or based on any untrue statement
or alleged untrue statement of a material fact contained in any registration
statement, any summary prospectus, prospectus or preliminary prospectus
contained therein or any amendment or supplement thereto (including, in each
case, documents incorporated therein by reference) or arising out of or based
upon any omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not misleading
in the light of the circumstances under which they were made, and will reimburse
each such person for all legal or other expenses reasonably incurred in
connection with the investigation or defense of any such claim, damage, loss or
liability; provided, however, that the Company will not be liable in any such
case to the extent that such claim, damage, loss or liability arises out of or
is based upon any untrue statement, alleged untrue statement, omission or
alleged omission, made in or omitted from such materials in reliance upon and in
conformity with written information in regard to the person or entity seeking
indemnification which information was furnished to the Company specifically for
use in
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the preparation of such registration statement, summary prospectus, prospectus
or preliminary prospectus or any amendment or supplement thereto by High Ridge,
any underwriter or other person, or their respective agents; and provided
further that the foregoing indemnification with respect to a preliminary
prospectus shall not inure to the benefit of any underwriter from whom the
person asserting any such claim, damage, loss or liability purchased any of
Shares if a copy of the final prospectus had not been sent or given to such
person at or prior to written confirmation of the sale of such Shares to such
person and the untrue statement or omission of a material fact contained in such
preliminary prospectus was corrected in the final prospectus.
(b) Indemnification by High Ridge. High Ridge will indemnify, save
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and hold harmless the Company, each officer and director of the Company and each
person who controls the Company (within the meaning of the Securities Act) to
the same extent (and subject to the same limitations) as the foregoing indemnity
from the Company to High Ridge, but only with respect to information relating to
High Ridge and furnished to the Company by High Ridge or its agents specifically
for use in any registration statement, any summary prospectus, prospectus, or
preliminary prospectus contained therein or any amendment or supplement thereto
including, in each case, the documents incorporated therein by reference.
(c) Counsel Fees and Expenses; Settlements. In case any proceeding
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(including any governmental investigation) shall be instituted involving any
person in respect of which indemnification may be sought pursuant to this
Section 4.7 (the "Indemnified Party"), such Indemnified Party shall promptly
notify the person from whom such indemnity may be sought (the "Indemnifying
Party") in writing and the Indemnifying Party, at its election, may retain
counsel reasonably satisfactory to the Indemnified Party to represent both the
Indemnifying Party and the Indemnified Party in such proceeding. In any such
proceeding, the Indemnified Party shall have the right to retain counsel in
addition to counsel provided pursuant to the preceding sentence, but the fees
and expenses of such additional counsel shall be at the expense of such
Indemnified Party unless (i) the Indemnifying Party has agreed to the retention
of such additional counsel at its expense or (ii) the named parties (including
any impleaded parties) to any such proceeding include both the Indemnifying
Party and the Indemnified Party (or another person), the Indemnifying Party
proposes that the same additional counsel represent both the Indemnifying Party
and the Indemnified Party (or such other person), and representation of both
such persons by the same counsel would be inappropriate due to actual or
potential differing interests between them. Except as provided in the preceding
sentence, the Indemnifying Party will not, in connection with any proceeding or
related proceedings in the same jurisdiction, be liable for the fees and
expenses of more than one firm qualified in such jurisdiction to act as counsel
for all such Indemnified Parties. Such firm shall be approved as satisfactory in
writing by High Ridge in the case of Indemnified Parties and pursuant to Section
4.7(a) and by the Company in the case of Indemnified Parties indemnified
pursuant to Section 4.7(b). The Indemnifying Party shall not be liable for any
settlement of any litigation or proceeding effected without the Indemnifying
Party's written consent. The Indemnifying Party will not, without the
Indemnified Party's written consent, settle or compromise any proceeding or
consent to entry of any judgment which would impose an injunction or
9
other equitable relief upon such Indemnified Party or which does not include as
an unconditional term thereof the release of such Indemnified Party from all
liability in respect to such proceeding. In the event that the Indemnifying
Party, within a reasonable time after notice of any such proceeding, fails to
provide counsel, the Indemnified Party shall have the right (upon further notice
to the Indemnifying Party) to retain counsel and undertake the defense,
compromise or settlement of such proceeding for the account of the Indemnifying
Party, subject to the right of the Indemnifying Party to assume the defense of
such proceeding at any time prior to settlement, compromise or final
determination thereof. The cost and expense of counsel so retained by the
Indemnified Party shall be borne by the Indemnifying Party, and the Indemnifying
Party shall be bound by, and shall pay the amount of, any settlement,
compromise, final determination, or judgment reached while the Indemnified Party
was represented by counsel retained by the Indemnified Party pursuant to this
Section.
(d) Other Terms Required by Underwriters. The indemnification
------------------------------------
pursuant to the foregoing provisions of this Section 4.7 shall be on such other
terms and conditions as are at the time customary and reasonably required by
underwriters in public offerings, including providing for contribution in the
event indemnification provided for in this Section 4.7 is unavailable or
insufficient, all as shall be set forth in an underwriting agreement between the
Company, High Ridge and the underwriter.
4.8 Provision of information by High Ridge. In connection with any
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Registration to be effected pursuant to this Agreement, High Ridge shall furnish
the Company such written information regarding High Ridge as the Company may
request in writing, which information shall be required in connection with any
registration, qualification or compliance referred to in this Agreement for
inclusion in the registration statement (and the prospectus included therein).
4.9 Agreements of High Ridge. If requested by the Company, High Ridge
------------------------
will execute and deliver to the Company an agreement, in form reasonably
satisfactory to the Company, that High Ridge will comply with all applicable
prospectus delivery requirements of the Securities Act and all anti-
stabilization, manipulation and similar provisions of the Exchange Act and any
rules promulgated thereunder, and will furnish to the Company information about
sales made in such public offering. The Company's obligations to effect the
Registration of Shares of High Ridge under this Agreement shall be conditioned
upon High Ridge's complying with the foregoing provisions.
4.10 Market Standstill Agreement. In addition to the provisions of
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Section 4.5(c), if requested by the Company or by the managing underwriter in
respect of any Registration provided for in this Article 4, High Ridge will
agree not to sell or otherwise transfer or dispose of any Shares (or other
securities of the Company) held by it during the ninety (90) day period
following the effective date of any registration statement filed in respect of
any Registration or such other period as may be negotiated with the managing
underwriter. Such agreement shall be in writing and in form reasonably
satisfactory to the Company and such managing underwriter. The Company may
impose stop-transfer instructions with respect to the Shares (or other
securities) subject to the foregoing restrictions until the end of such ninety
(90) day or other period.
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ARTICLE 5
MISCELLANEOUS
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5.1 Governing Law. This Option Agreement shall be deemed to be a contract
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under the laws of the State of South Carolina and will be construed in
accordance with and governed by the laws of said State. Both parties agree to
submit to the jurisdiction of the Court of Common Pleas for Richland County,
Columbia, South Carolina in settlement of any dispute or controversy arising
under or in connection with this Option Agreement.
5.2 Parties in Interest; Assignment. This Option Agreement shall be
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binding upon and inure to the benefit of the parties hereto and to each of their
respective successors or permitted assigns, but this Option Agreement and the
rights and obligations under this Option Agreement shall not be assignable by
either the Company or High Ridge without written consent of the other party.
5.3 Agreement. This Option Agreement and High Ridge Stock Option Purchase
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Agreement contain the entire agreement between the parties hereto with respect
to the Option for the Shares and supersedes any prior agreements or
understandings between or among any of the parties hereto relating to the
Option.
5.4 Notices. All notices and other communications hereunder shall be in
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writing and shall be deemed to have been duly given when received, and shall be
given in person, by certified mail, return receipt requested or by an
independent messenger service which obtains a receipt upon delivery to a party
at the following addresses or to such other address as a party may hereafter
specify by notice:
if to the Company:
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The Seibels Xxxxx Group, Inc.
0000 Xxxx Xxxxxx
Xxxxxxxx, Xxxxx Xxxxxxxx 00000
Attn: Xxxx X. Xxxxxxx, President and Chief Executive Officer
Fax: 000-000-0000
if to High Ridge:
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Xxxxxx X. Xxxxx
Xxxxx X. Xxxx
High Ridge Capital LLC
Four Stamford Plaza
000 Xxx Xxxxxx
P.O. Box 120043
Xxxxxxxx, Xxxxxxxxxxx 00000
Fax: 000-000-0000
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with copies to:
Xxxxx X. XxxxXxxxxxx, Xx., Esq.
Xxxxx Xxxxxxxxxx LLP
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
Fax: 000-000-0000
5.5 Modification. No amendment or modification of or supplement to this
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Option Agreement will be effective unless it is in writing and duly executed by
each party to be charged thereunder.
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IN WITNESS WHEREOF, the parties have executed this Option Agreement as of
the date first above-written.
THE COMPANY:
THE SEIBELS XXXXX GROUP, INC.
By: /s/ Xxxx X. Xxxxxxx
_____________________________________________
Name: Xxxx X. Xxxxxxx
Title: President and Chief Executive Officer
HIGH RIDGE:
HIGH RIDGE CAPITAL LLC
By: /s/ Xxxxxx X. Xxxxx
______________________________
Name: Xxxxxx X. Xxxxx
Title: Principal
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