LETTER AGREEMENT
WT Investments, Inc.
0000 Xxxxx Xxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Xxxxxxx-VI Ltd.
0000 Xxxxx Xxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
September 22, 1999
AGREEMENT
JWGenesis Financial Corp.
000 Xxxxx Xxxxxxx Xxxxxxx
Xxxxx 000
Xxxx Xxxxx, Xxxxxxx 00000
Attention: Xxxx Xxxxx
RE: AGREEMENT WITH RESPECT TO UP TO 400,000 SHARES OF COMMON STOCK,
$.001 PAR VALUE PER SHARE (THE "WARRANT SHARES"), OF JWGENESIS
FINANCIAL CORP. (THE "COMPANY")
Ladies and Gentlemen:
Under a Registration and Disposition Agreement dated August 3, 1999 (the
"Agreement"), among other things, (1) you agreed to register the resale by us or
other Initial Holders (as defined in the Agreement) of the Warrant Shares
following the issuance thereof and (2) we agreed to limit the amount of Warrant
Shares we would sell in the public market during a prescribed period of time, as
set forth in the Agreement. You have advised us that the registration statement
relating to the resale of the Warrant Shares (the "Registration Statement")
became effective on August 6, 1999.
This Agreement confirms certain additional understandings we have reached
with respect to the registration and disposition of the Warrant Shares.
1. Your Undertakings.
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(a) Until September 22, 2000 (the "Termination Date"), you agree to
issue to us, upon exercise(s) of the Warrant, shares in book entry form to
Bankers Trust Company ("Bankers") account number 92862 at Depository Trust
Company ("DTC") or to another account(s) at DTC we may designate from time to
time; provided that we recognize (and will act accordingly at all times) that
the Warrant Shares are in fact restricted securities that will have been issued
to us without registration of such issuance under federal or state securities
laws;
(b) As promptly as practicable after becoming aware of such event or
circumstance, you agree to notify in writing Xxxxxx X. Xxxxxxxxxxx, Esquire,
Xxxxxx X. Xxxxxxx, Esquire or Xxxxxxx X. Xxxxx, Esquire, each at Wilmington
Trust Company, 0000 Xxxxx Xxxxxx Xxxxxx, Xxxxxxxxxx Xxxxxxxx 00000; telecopy
number: (000) 000-0000 (hereinafter, "Counsel") of any event or circumstance as
a result of which the Registration Statement and/or the prospectuses you have
provided us that were contained therein 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, in light of the circumstances under
which they were made, not misleading, and will use your reasonable best efforts
promptly to prepare a supplement or amendment to the Registration Statement or
that prospectus, as the case may be, to correct that untrue statement or
omission, and deliver the number of copies of that supplement or amendment to us
that we reasonably request; and
(c) As promptly as practicable after becoming aware of such event,
notify Counsel in writing of the issuance by the Securities and Exchange
Commission (the "SEC") of any stop order or other suspension of effectiveness of
the Registration Statement.
2. Our Undertakings.
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(a) We agree not to sell the Warrant Shares (i) other than pursuant
to and in accordance with the plan of distribution set forth in the Registration
Statement and the prospectus contained therein, including the requirement, if
applicable, for the delivery of such prospectus, or otherwise consistent with
the status of the Warrant Shares as restricted securities without registration
of such sale, or (ii) after Counsel has received written notice from you
pursuant to Section 1(b) or 1(c) above or after Counsel has received actual oral
notice that the Registration Statement or the current prospectus relating to the
Warrant Shares contains an untrue statement or omission that has not been
corrected or with respect to which the SEC has issued a stop order or otherwise
suspended effectiveness, until Counsel has received from you written notice that
we can begin selling the Warrant Shares again; and
(b) Promptly after the Termination Date, we will withdraw any
Warrant Shares from our position in the account(s) at DTC mentioned in Section
1(a), and will accept in lieu thereof a stock certificate(s) with an appropriate
securities law restrictive legend.
3. Possible Extension of Termination Date.
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The end of the Registration Period (as that term is defined in the
Agreement) is hereby extended to September 22, 2000. The Termination Date shall
be extended from time to time by the number of days we are not permitted to sell
the Warrant Shares under Section 2(a), and the end of the Registration Period
(as that term is defined in the Agreement) shall also be further extended by the
same number of days.
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4. Indemnification.
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(a) We agree, to the extent permitted by law, to indemnify and hold
you and your directors and officers and each person, if any, who controls you
within the meaning of the Securities Act of 1933 (the "Securities Act") or the
Securities Exchange Act of 1934 (the "Exchange Act") (collectively, an
"Indemnified Party"), harmless against any loss, claim, damage, liability or
expense (each, a "Claim") to which any Indemnified Party may become subject, to
the extent that Claim arises out of a failure by us to (1) stop selling the
Warrant Shares during the period(s) described in Section 2(a) above or (2)
promptly withdraw any Warrant Shares from our position in the account(s) at DTC
after the Termination Date. We further agree to reimburse any legal or other
expenses reasonably incurred by an Indemnified Party in connection with
investigating or defending any Claim. Notwithstanding the preceding two
sentences, this indemnity shall not apply to amounts paid in settlement of any
Claim if that settlement is effected without our prior written consent.
(b) Promptly after an Indemnified Party receives notice of the
commencement of any action with respect to which it will seek indemnification
under this Section 3, that Indemnified Party shall deliver to us written notice
of the commencement thereof. We shall have the right to participate in and, to
the extent we so desire, assume control of the defense thereof with counsel we
select if such counsel is reasonably acceptable to you. An Indemnified Party's
failure to deliver written notice to us within a reasonable time after the
commencement of any such action shall not relieve us of liability to the
Indemnified Party under this Section 3, except to the extent that we are thereby
prejudiced in our ability to defend that action.
Please confirm your agreement to and acceptance of this Agreement by
countersigning and delivering to us the enclosed counterpart of this Agreement,
whereupon this Agreement shall be binding on all of us.
Very truly yours,
WT INVESTMENTS, INC.
By:/s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx,
Vice President
XXXXXXX-VI LTD.
By:/s/ Xxxxxx X. Xxxxxxxxx
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Xxxxxx X. Xxxxxxxxx,
Vice President
AGREED TO AND ACCEPTED:
JWGENESIS FINANCIAL CORP.
By: /s/ Xxxx X. Xxxxx
--------------------------------
Xxxx X. Xxxxx,
Vice Chairman and
Chief Operating Officer
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