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STOCK OPTION PURCHASE AGREEMENT
This Stock Option Purchase Agreement, dated as of November 20, 1997 (this
"Agreement"), is made between and among Xxxxxxx X. Xxxxxx, Xxxxxx X. Xxxxxx, Xxx
Xxxxxxx and Xxxx Xxxxxxx (collectively, the "Sellers," and each individually a
"Seller"), High Ridge Capital LLC, a Delaware limited liability corporation
("High Ridge"), and The Seibels Xxxxx Group, Inc., a South Carolina corporation
(the "Company").
W I T N E S S E T H:
WHEREAS, pursuant to the terms of a Stock Option Agreement, dated as of
January 30, 1996, among the Sellers and the Company (the "Stock Option
Agreement") and a Stock Purchase Agreement, dated as of January 29, 1996, among
Xxxxxxx X. Xxxxxx, Xxxxxx X. Xxxxxx and the Company (the "Stock Purchase
Agreement"), the Sellers own options (the "Options") to purchase an aggregate of
1,562,500 shares of the common stock, par value $1.00 per share, of the Company
(the "Common Stock");
WHEREAS, one half of the Options expire on December 31, 1998 (the "1998
Options") and one half of the Options expire on December 31, 2000 (the "2000
Options"); and
WHEREAS, the Sellers propose to sell and assign a portion of such Options
to High Ridge, High Ridge has agreed to purchase such
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portion of such Options, and the Company has consented to such sale and
assignment, - all in accordance with the terms hereof.
NOW, THEREFORE, in consideration of the promises, representations, warranties
and covenants contained herein and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Sellers,]
jointly and severally, and High Ridge and the Company hereby agree as follows:
1. Sale and Assignment.
Each of the Sellers hereby sells, transfers and assigns to High Ridge, Options
for the purchase of the number of shares of the Common Stock of the Company set
forth next to the name of such Seller below in this Section 1, together with all
rights and interests attendant to such Options pursuant to the Stock Option
Agreement and the Stock Purchase Agreement (other than Sections 6.1 and 7.2
thereof), and each of the Sellers acknowledges receipt of cash in the amount of
$1 from High Ridge:
Number of Shares Number of Shares
Name 1998 Options 2000 Options
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Xxxxxxx X. Xxxxxx 281,25O 281,250
Xxxxxx X. Xxxxxx 56,250 56,250
Xxx Xxxxxxx and Xxxx Xxxxxxx 14,062 14,062
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351,562 351,562
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2. Company's Consent and Acknowledgement.
The Company hereby consents, pursuant to Section 3.2 of the Stock
Option Agreement and Section 6.4(3) of the Stock Purchase Agreement and
otherwise, to the sale and transfer of Options by the Sellers to High Ridge as
provided herein. The Company acknowledges and agrees that as to such Options,
the terms of the Stock Option Agreement will continue to apply and shall be
enforceable in accordance with their terms by and against High Ridge, including
without limitation Section 2.4 thereof, which makes applicable to shares of
Common Stock purchased through exercise of the Options the provisions of
Section 7 of the Stock Purchase Agreement, which provide
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registration rights with respect to such shares. For purposes of such Xxxxxxx
0, Xxxx Xxxxx shall be deemed a Purchaser thereunder and shall have the same
rights as other Purchasers with respect to its shares (other than Section 7.2
thereof).
3. High Ridge's Agreement to Be Bound.
High Ridge hereby acknowledges and agrees that with respect to the Options
purchased hereunder, and any shares of Common Stock acquired through the
exercise thereof, it shall be bound by the terms of the Stock Option Agreement,
including without limitation Sections 2.6 and 3.2 thereof, which among other
things restrict transfers of the Options and shares of Common Stock acquired
through the exercise thereof. Without limiting the generality of the foregoing,
High Ridge hereby acknowledges and agrees it shall be bound by the provisions of
Section 5.4 of the Stock Purchase Agreement entitled "Securities Act of 1933"
(including Sections 5.4.1 and 5.4.2 thereunder), Section 5.3 of the Stock
Purchase Agreement entitled "The Shares", Section 5.4 of the Stock Purchase
Agreement entitled "Cooperation with Filings", Section 6.4 of the Stock Purchase
Agreement entitled "Restrictions on Resale" and Section 9 of the Stock Purchase
Agreement entitled "Indemnification By the Purchasers" of the Stock Purchase
Agreement (including Sections 9.1 and 9.2 thereunder) provided, however, that
High Ridge shall not provide indemnification with respect to acts or omissions
of any other Purchaser.
4. Contingent Payment Obligation.
In the event that High Ridge should exercise any of the 1998 Options, or
transfer, sell or assign any of the 1998 Options to a party other than a party
controlled by or under common control with High Ridge, High Ridge shall, within
10 days after any such transaction, pay in cash to the Sellers, pro rata in
proportion to the 1998 Options sold by the respective
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Sellers hereunder, an amount equal to the product of $2 and the number of shares
of Common Stock subject to such 1998 Options exercised, transferred, sold or
assigned by High Ridge. In the event of any stock dividend, stock split,
combination of shares or other similar change with respect to the Common Stock
of the Company, the amount payable by High Ridge under this Section 4 shall be
adjusted accordingly.
5. Representations and Warranties by Sellers.
Each Seller jointly and severally represents, warrants and covenants as
follows:
(a) The Sellers have all right, title and interest in and to the options,
subject to no lien, encumbrance or right of any other party.
(b) The execution, delivery and performance of this Agreement by the Sellers
does not conflict with, or constitute a default under, any agreement or
instrument to which any Seller is a party or is bound.
6. Representations and warranties by High Ridge.
High Ridge represents and warrants as follows:
(a) High Ridge is acquiring options hereunder for investment purposes only.
(b) The execution, delivery and performance of this Agreement by High Ridge
does not conflict with or constitute a default under any agreement or
instrument to which High Ridge is a party or is bound.
(c) High Ridge is a limited liability company formed under the laws of the
State of Delaware. The execution and delivery of the Agreement, the receipt of
the Options and compliance by High Ridge with all of the other provisions of
this Agreement are within the powers and capacity of High Ridge.
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(d) Except for a Form 13D under the United States Securities Exchange Act of
1934 as amended, and Rule 13-3 thereunder, no approval, consent or authorization
of, or declaration or filing with, any governmental or judicial authority is
required in connection with the execution and delivery of the Agreement by High
Ridge or the performance by High Ridge hereunder.
(e) This Agreement has been duly 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 my be limited by general principles of equity
(regardless of whether such enforceability is considered in a proceeding in
equity or at law).
7. Amendments. No amendment or modification of this Agreement will be
effective unless it is in writing and duly executed by each party to be charged
thereunder.
8. Counterpart. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, and all of which
together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
HIGH RIDGE CAPITAL LLC
By:
Xxxxxx J, Xxxxx
Principal'
THE SELLERS
Xxxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxx'
Xxx Xxxxxxx
Xxxx Xxxxxxx
THE SEIBELS XXXXX GROUP, INC.
BY:
Xxxxx X. Xxxxxxx
President and Chief Executive Officer
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