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AGREEMENT REGARDING REGISTRATION RIGHTS,
AMENDMENT OF STOCK OPTION AGREEMENT, AND
RATIFICATION OF PLEDGE AGREEMENT
This Agreement Regarding Registration Rights, Amendment of Stock Option
Agreement, and Ratification of Pledge Agreement is dated as of the 13th day of
November, 1995, and is by and among Liberte Investors, a Massachusetts business
trust (the "Issuer"), R. Xxx Xxxxx III, an individual ("Xxxxx"), and the Xxxxx
Descendants' Trust, a Texas trust (the "Trust").
RECITALS
WHEREAS, the issuer has previously granted Xxxxx options to purchase
400,000 shares of beneficial interest ("Shares") of the Issuer pursuant to a
Stock Option Agreement dated as of May 7, 1993 (the "Option Agreement");
WHEREAS, Xxxxx has exercised such options and presently holds such 400,000
Shares;
WHEREAS, the Option Agreement granted Xxxxx registration rights with
respect to such 400,000 Shares;
WHEREAS, as part of a larger transfer of 719,000 Shares to the Trust, Xxxxx
desires to transfer the 400,000 Shares and the related registration rights to
the Trust;
WHEREAS, the Issuer and Xxxxx desire clarification of certain terms of the
Option Agreement;
WHEREAS, Xxxxx has requested the Issuer's consent to the transfer of
719,000 Shares to the Trust; and
WHEREAS, the Trust desires to ratify the Stock Pledge and Security
Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the recitals, agreements and covenants
contained herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree
as follows:
1. Amendment of Option Agreement:
(a) Section 9(h) of the Option Agreement is hereby amended and restated in
its entirety as follows:
"The Executive's rights under this Section 9 shall terminate when he
(or any affiliate of Executive, including without limitation the Xxxxx
Descendants' Trust) no longer owns any Registrable Securities."
(b) Section 10(e) of the Option Agreement is hereby amended and restated
in its entirety as follows:
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"The Executive's rights under this Section 10 shall terminate when he (or
any affiliate of Executive, including without limitation the Xxxxx Descendants'
Trust) no longer owns any Registrable Securities."
2. Assignment of Registration Rights. Xxxxx hereby assigns, conveys and
sets over to the Trust, and the Trust hereby accepts such assignment,
conveyance and setting over, of Xxxxx'x registration rights under Sections 9
and 10 of the Option Agreement (the "Registration Rights").
3. Consent to Assignment of Registration Rights. The Issuer hereby
consents to and acknowledges the assignment by Xxxxx to the Trust of the
Registration Rights.
4. Consent to Transfer of Shares. The Issuer hereby consents to the
transfer by Xxxxx of 719,000 Shares to the Trust.
5. Ratification of Stock Pledge and Security Agreement. The Trust hereby
acknowledges that 650,000 Shares of the 719,000 Shares transferred to it by
Xxxxx shall remain subject to the Pledge Agreement.
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IN WITNESS WHEREOF, the undersigned have caused this Agreement to be
executed and delivered as of the day and year first written above.
LIBERTE INVESTORS
By: /s/ Xxxxxx X. Xxxx
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Xxxxxx X. Xxxx
Trustee
/s/ R. Xxx Xxxxx III
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R. Xxx Xxxxx III
XXXXX DESCENDANTS' TRUST
By: /s/ R. Xxx Xxxxx III
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R. Xxx Xxxxx III
Investment Trustee
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