February 17, 2003
Insignia Financial Group, Inc.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
CB Xxxxxxx Xxxxx Services, Inc.
000 X. Xxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxx, XX 00000
RE: CANCELLATION OF WARRANTS TO PURCHASE SHARES OF COMMON STOCK OF
INSIGNIA FINANCIAL GROUP, INC. ("THE COMPANY")
Gentlemen:
The Company and the undersigned are parties to a Warrant Agreement, dated
the date set forth on the signature page hereto, pursuant to which the
undersigned has the right to purchase (the "Warrants") the number of shares of
common stock, par value $0.01, of the Company (the "Common Stock") set forth on
the signature page hereto at an exercise price per share set forth on the
signature page hereto (the "Exercise Price").
The undersigned understands that the Company proposes to enter into an
Agreement and Plan of Merger (as it may be from time to time amended, the
"Merger Agreement") by and among CBRE Holding, Inc., a Delaware corporation, CB
Xxxxxxx Xxxxx Services, Inc. ("Parent"), the Company and an acquisition entity
wholly owned by Parent ("Merger Sub"), pursuant to which among other things,
Merger Sub shall merge with and into the Company such that, after giving effect
to said merger, the Company shall be the surviving entity and thereafter
continue its existence as a wholly-owned subsidiary of Parent (the "Merger").
In order to induce the Company and Parent to execute the Merger Agreement
and to facilitate the consummation of the Merger, the undersigned hereby
irrevocably agrees to the cancellation of the Warrants upon the effectiveness of
the Merger. As soon as practicable after the effectiveness of the Merger, Parent
will pay, or will cause the Company t pay, the undersigned an amount per share
of Common Stock underlying the Warrants, vested or unvested, equal to the
excess, if any, of the merger consideration per share to be paid to holders of
shares of Common Stock of the Company pursuant to the Merger Agreement over the
Exercise Price.
In connection with the foregoing, the undersigned represents and warrants
to the Company and Parent that (i) it is the record or beneficial owner of the
Warrants, (ii) this letter agreement is a legal, valid and binding obligation of
the undersigned, enforceable against it in accordance with its terms, (iii) the
Warrants represent all of the warrants beneficially owned by the undersigned as
of the date hereof, and (iv) it has good title to the Warrants, free and clear
of all claims, liens, charges, encumbrances and security interest of any nature
whatsoever.
In addition, the undersigned covenants and agrees that from the date hereof
until the Expiration Date (as defined below), the undersigned shall not cause or
permit any Transfer (as defined below) of the Warrants. For purposes of this
letter agreement, a person shall be deemed to have effected a "Transfer" of a
security if such person or entity, directly or indirectly: (i) sells, offers to
sell, makes any short sales of, pledges, encumbers, lends, hypothecates, enters
into any type of equity swap or hedging of, grants an option with respect to,
transfers or disposes of such security, any interest therein, or the economic
consequences of ownership of such security or (ii) enters into an agreement,
contract or commitment providing for the sale of, making any short sales of,
pledge of, lending of, encumbrance of, equity swap or hedging of, grant of an
option with respect to, transfer of or disposition of such security, any
interest therein or the economic consequences of ownership of such security,
other than any such actions pursuant to which such person or entity maintains
all voting rights with respect to such security.
This letter agreement, the consent and all obligations of the undersigned
hereunder shall automatically terminate as of the earlier to occur of the
following (such date, the "Expiration Date"): (i) February 28, 2003, if the
Merger Agreement is not executed by all parties thereto on or before such date,
and (ii) such date and time as the Merger Agreement will have been validly
terminated as set forth therein.
The undersigned agrees to execute and deliver any additional documents
necessary or desirable, in the reasonable determination of the Company's or
Parent's legal counsel, as the case may be, to carry out the intent of this
letter agreement.
Sincerely,
/s/ Xxxxxx X. Xxxxxx
--------------------
Xxxxxx X. Xxxxxx
Date of Warrant Agreement: January 14, 2000
Number of Common Stock Underlying the Warrants: 500,000
Exercise Price Per Share: $8.00
