X.X. XXXXXXXX INVESTMENTS, INC.
0000 XXXXX XXXXXXX XXXXXXX
XXXX XXXXX, XXXXXXX 00000
February 10, 1998
X. Xxxxx Xxxxxxxx
President
Xxx Xxxxx Brands, Inc.
0000 X. Xxxxxx Xxxx
Xxxx Xxxxx, Xxxxxxx 00000
Dear Xxxxx:
As set forth in the attached letter among Big Xxxxx Brands, Inc. (the
"Company"), Willora Company Limited ("Holders") and X.X. Xxxxxxxx Investments
Inc. ("Xxxxxxxx"), Xxxxxxxx has agreed to assist the Company in the conversion
and subsequent resale by the Holders of 200,000 shares of the Company's Common
Stock and the 2,900,000 shares of Common Stock issuable upon conversion of the
$1,631,500 principal amount of 6% Convertible Debentures (the "Debentures")
currently outstanding.
For a period of two years following the closing date, Xxxxxxxx shall
have the first right of refusal to purchase for its account or to sell for the
account of the Company, Xxxxx Xxxxxxxxx and trusts for the benefit of Xxxxx
Xxxxxxxxx'x family members, any securities with respect to which the Company or
such persons may seek a private or public offering of the Company's securities.
The Company and such persons will offer to Xxxxxxxx in writing the opportunity
to purchase or sell any such securities on terms not more favorable to the
Company or such persons than they can secure elsewhere. If Xxxxxxxx declines to
enter into such a transaction or agree to enter into such a transaction within
30 days, then Xxxxxxxx shall have no further claim or right with respect to such
financing proposal. In such case, except for an underwritten offering or
acquisition, the Company shall not enter into a transaction in which it will
issue any of its common stock or securities convertible or exercisable into
common stock where the Common Stock would be freely tradeable within six (6)
months following the rejection of the financing proposal without the prior
written consent of Xxxxxxxx, which shall not be unreasonably withheld.
Xxxxxxxx agrees that until December 31, 2000, with respect to any
shares of Common Stock over which it has voting power, so long as Xxxxx
Xxxxxxxxx is the chief executive officer of the Company, it will grant a voting
proxy to Xxxxx Xxxxxxxxx or his designee. In addition, so long as its clients
own any of the shares being placed pursuant to these letters, Xxxxxxxx will use
its best efforts to insure that such persons vote such shares as recommended by
the Board of Directors in the Board's exercise of its business judgment and its
fiduciary duties. Xxxxxxxx is not required to use such efforts if it would
violate any SEC or NASD rule or regulation.
In addition, the Company shall indemnify Xxxxxxxx, its affiliates and
each entity's officers, directors, agents, employees and controlling persons to
the fullest extent permitted by law from and against any and all losses, claims,
damages, expenses (including reasonable fees, expenses and other charges for
counsel), proceedings or investigations (whether formal or informal) or threats
thereof based upon, relating to or arising out of the engagement and
transactions discussed herein.
Please confirm that the foregoing correctly sets forth our agreement by
signing and returning to us this letter agreement.
Very truly yours,
X.X. XXXXXXXX INVESTMENTS, INC.
By: /s/ Xxxxx Xxxxxxxx
------------------
Name: Xxxxx Xxxxxxxx
Title: Chairman and Chief
Executive Officer
Agreed and accepted:
BIG XXXXX BRANDS, INC.
By: /s/ X. Xxxxx Xxxxxxxx
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Name: Xxxxx Xxxxxxxx
Title: President
/s/ S. Xxxxx Xxxxxxxx
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Xxxxx Xxxxxxxx, individually
