EXECUTION COPY
EXHIBIT 3
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT ("Agreement") is effective as of December 14,
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2001 between XXXXXX X. XXXXXXXXX, an individual residing at 0000 Xxxxxxxx Xxxx,
Xxxxxxxx, Xxxxxxxx 00000 ("SAR"), such other persons or entities listed on
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Exhibit A hereto, each a "Seller" and collectively with SAR, the "Sellers," and
Triage Partners, LLC, a New York limited liability company ("Purchaser").
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W I T N E S S E T H
WHEREAS, Sellers wish to sell to Purchaser an aggregate of 285,000 shares
(the "Shares") of common stock, par value $.02 per share, of Olympic Cascade
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Financial Corporation, a Delaware corporation (the "Company"), and Purchaser
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desires to purchase the Shares upon the terms and subject to the conditions
hereinafter set forth (the "Transactions");
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WHEREAS, SAR wishes to grant an irrevocable proxy to Purchaser with respect
to the remaining 274,660 shares of common stock, par value $.02 per share, of
the Company owned by him (such additional shares being referred to herein as the
"Additional Shares"); and
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WHEREAS, Purchaser is acquiring additional Company securities directly from
the Company pursuant to a Securities Purchase Agreement between the Company and
Purchaser, dated as of December 13, 2001 (the "Securities Purchase Agreement").
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NOW, THEREFORE, in consideration of the premises and mutual promises
contained herein) the parties agree as follows:
7. Agreement of Purchase and Sale. Upon the terms and subject to the
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conditions set forth in this Agreement, Purchaser hereby agrees to purchase
and acquire from Sellers, and Sellers hereby agree to assign, transfer and
deliver to Purchaser, the Shares.
8. Purchase Price; Closing.
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8.1 The aggregate purchase price for the Shares shall be $427,500 (the
"Purchase Price"). Purchaser shall pay the Purchase Price (payable as to each
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Seller on a pro-rata basis based upon the share ownerships set forth on Exhibit
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A hereto) on the Closing Date (as defined below), in cash by wire transfer of
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immediately available funds to a bank account(s) designated by the Sellers and
Sellers shall deliver evidence from the Depository Trust Company ("DTC") that
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the Shares have been transferred from Sellers' respective accounts at DTC to an
account of Purchaser as directed by Purchaser in accordance with the terms
hereof.
8.2 The closing (the "Closing") shall take place at the offices of
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Xxxxxxxxx Xxxxxxx, LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or at such
place as may be mutually agreed upon by the parties hereto) at 10:00 A.M. New
York City time on the first business day immediately following the date on which
the last of the conditions set forth in Section 5 herein and Article VII to the
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Securities Purchase Agreement is fulfilled or waived (other than conditions that
by their nature are required to be performed on the Closing Date, but subject to
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satisfaction of such conditions) (the "Closing Date") or at such other time and
place and such other date as Purchaser and SAR mutually agree. All events
occurring at the Closing will, unless otherwise specified, be deemed to have
simultaneously occurred.
9. Representations and Warranties.
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9.1 Sellers jointly and severally represent and warrant to Purchaser as
follows:
(a) The Shares are owned solely by Sellers and are held by Sellers free
and clear of all liens or encumbrances. None of the Shares is subject to any
restriction on its transferability (other than restrictions on transfer under
applicable federal and state securities laws). At the Closing, Purchaser will
acquire good and marketable title to all of the Shares free and clear of all
security interests, liens, encumbrances, charges, assessments and adverse
claims.
(b) Each Seller has the capacity to enter into this Agreement and has
the full right, power and authority to execute and deliver this Agreement and to
consummate the Transactions. This Agreement has been duly and validly executed
and delivered by Sellers and constitutes a valid and binding agreement of each
Seller enforceable against each Seller in accordance with its terms, except as
the same may be limited by bankruptcy, insolvency, reorganization or other laws
relating to or affecting the enforceability of creditors' rights generally, and
except that the remedy of specific performance or similar equitable relief may
be subject to equitable defenses and to the discretion of the court before which
enforcement is sought.
(c) Except as set forth on the Company Disclosure Schedule (as defined
in the Securities Purchase Agreement) or to the actual knowledge of Sellers,
neither the execution and delivery of this Agreement nor the sale by Sellers of
the Shares pursuant to this Agreement will (i) conflict with or result in any
breach of any provision of the Company's certificate of incorporation or by-laws
or (ii) result in a default (or give rise to any right to termination,
cancellation or acceleration) under any of the terms, conditions or provisions
of any note, bond, mortgage, indenture, agreement, lease or other instrument or
obligation to which Sellers or the Company is a party or by which Sellers' or
the Company's assets may be bound or (iii) violate any order, writ, injunction
or decree applicable to Sellers or the Company or any of their respective
assets.
9.2 Purchaser represents and warrants to Sellers as follows:
(a) Purchaser has full power and authority to execute and deliver this
Agreement and to consummate the transaction contemplated hereby.
(b) This Agreement has been duly and validly executed and delivered by
Purchaser and constitutes a valid and binding agreement of Purchaser enforceable
against Purchaser in accordance with its terms, except as the same may be
limited by bankruptcy, insolvency, reorganization or other laws relating to or
affecting the enforceability of creditors' rights generally, and except that the
remedy of specific performance or similar equitable relief may be subject to
equitable defenses and to the discretion of the court before which enforcement
is sought.
(c) Neither the execution and delivery of this Agreement nor the
purchase by Purchaser of the Shares pursuant to this Agreement will (i) result
in a default (or give rise to any right to termination, cancellation or
acceleration) under any of the terms, conditions or provisions of any note,
bond, mortgage, indenture, agreement, lease or other instrument or obligation to
which Purchaser is a party or by which Purchaser or any of Purchaser's assets
may be bound or (ii) violate any order, writ, injunction or decree applicable to
Purchaser or any of its respective assets.
(d) Purchaser is an "accredited investor" as defined under Regulation D
("Regulation D") promulgated under the Securities Act of 1933, as amended (the
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"Securities Act"). Purchaser can bear the economic risks of an investment in the
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Shares for an indefinite period of time.
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Purchaser has adequate means of providing for Purchaser's current needs and
possible personal contingencies and has no present or contemplated need for
liquidity of Purchaser's investment in the Shares to satisfy any existing or
contemplated undertaking, need or indebtedness.
(e) Purchaser has been represented by such advisors, each of whom has
been personally selected by Purchaser, as Purchaser has found necessary to
consult concerning the Transactions, and such representation has included an
examination of applicable documents and an analysis of all financial, corporate
and securities law aspects of the Agreement and the transaction contemplated
hereby.
(f) Purchaser is familiar with the Company and its business and
financial condition. Purchaser and its advisors, prior to the date hereof, have
had the opportunity to ask questions of, and to receive answers from, the
officers and directors of the Company or their authorized representatives and
access to obtain any information, documents, financial statements, records and
books, (i) relative to the Company, its business and an investment in the
Shares, and (ii) necessary to verify the accuracy of any information, documents,
financial statements, records and books furnished. All materials and information
requested by Purchaser, if any, including any information requested to verify
any information furnished have been made available and examined.
(g) Purchaser understands that some, if not all, of the Shares have
not been registered under the Securities Act, nor pursuant to the provisions of
the securities laws or other laws if any other applicable jurisdictions, in
reliance on exemptions set forth in Sections 3 and/or 4 of the Securities Act,
Regulation D and the laws and regulations of such jurisdictions. Purchaser is
fully aware that, to the extent any Shares have not already been registered
under the Securities Act, the Shares are to be sold to Purchaser by Sellers in
reliance upon such exemptions based upon Purchaser's representations,
warranties, and agreements set forth herein. Purchaser is fully aware of, to the
extent any Shares have not already been registered under the Securities Act, the
restrictions on sale, transferability and assignment of such unregistered
Shares, and that Purchaser must bear the economic risk of Purchaser's investment
in such Shares for an indefinite period of time because such Shares have not yet
been registered under the Securities Act or the securities laws of any state. To
the extent any Shares have not already been registered under the Securities Act,
Purchaser, therefore, agrees that it will not offer or sell any such
unregistered Shares unless and until they are subsequently registered under the
Securities Act and applicable state securities laws, or unless exemptions from
such registration requirements are available. Purchaser acknowledges that the
certificates representing any unregistered Shares will contain a legend
substantially as follows:
"THE SECURITIES WHICH ARE REPRESENTED BY THIS CERTIFICATE
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED
OR OTHERWISE DISPOSED OF UNTIL A REGISTRATION STATEMENT WITH
RESPECT THERETO IS DECLARED EFFECTIVE UNDER SUCH ACT, OR THE
COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE COMPANY THAT
AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT
IS AVAILABLE."
(h) Purchaser is acquiring the Shares for Purchaser's own
account and not for the account of others. Purchaser is acquiring the Shares for
investment purposes only and not with a view to or for the transfer, assignment,
resale or distribution thereof, in whole or in part, and the Purchaser is not
participating directly or indirectly in a distribution or transfer of the
Shares, or in the underwriting of any
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such distribution or transfer of the Shares, nor is Purchaser acting in any way
that would constitute Purchaser as an underwriter within the meaning of the
Securities Act, of the Shares. Purchaser has no present plans to enter into such
contract, undertaking, agreement or arrangement.
10. Covenants.
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10.1 Further Assurances. Purchaser and each Seller agrees to execute and
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deliver such other documents, certificates, agreements and other writings and to
take such other actions as are reasonably necessary or desirable in order to (i)
cause the conditions to their respective obligations under Section 5 of this
Agreement to be satisfied on or prior to the Closing and (ii) consummate or
expeditiously implement the Transactions. Neither Purchaser nor any Seller shall
take any action, or omit to take any action, which would result in a violation
of any of the representations and warranties set forth in Section 3 hereof.
Purchaser and Sellers shall promptly notify each other in writing of any event
or fact which represents or is likely to cause a breach of any of their
respective representations, warranties, covenants or agreements. From and after
the date hereof Sellers shall execute and deliver to Purchaser such further
instruments and take such action and deliver such other documents as may
reasonably be required to carry out the provisions of this Agreement, including,
but not limited to the provisions of Sections 4.2 and 4.3.
10.2 Proxy. Sellers hereby grant to Purchaser an irrevocable proxy and
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right to vote the Additional Shares, as the Purchaser determines in its sole
discretion, on any matter for a period of three (3) years from the Closing. The
right of Purchaser to vote the Additional Shares shall include, but not be
limited to, the right to vote for or against directors, for or against any
proposal of merger or consolidation or for or against any reorganization of the
Company. Sellers acknowledge that, concurrently with the execution of this
Agreement, he has executed and delivered to Purchaser an Irrevocable Proxy, in
the form attached hereto as Exhibit B, granting such right. Such proxy will not
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become effective until the Closing and will expire upon the earlier of three (3)
years from the Closing or upon a sale of such Additional Shares to a bona fide
third party buyer in an open market transaction.
10.3 Right of First Refusal.
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(a) For a period of two years from the Closing, if any Seller (an
"ROFR Seller") proposes to sell, transfer or otherwise dispose of any of the
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Additional Shares owned by him or her, the ROFR Seller shall give written notice
("ROFR Notice") to Purchaser at least two (2) trading days prior to the proposed
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closing date of such sale or transfer. The ROFR Notice shall describe in
reasonable detail the proposed sale or transfer including, without limitation,
the number of Additional Shares to be sold or transferred by the ROFR Seller
("Offered Securities"), the nature of such sale or transfer, the consideration
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to be paid and the name and address of each prospective purchaser or transferee
(except the name and address shall not be required in the case of a bona fide
open market transactions). The giving of such notice shall grant to Purchaser
the rights set forth in paragraph (b) below.
(b) The Purchaser shall have the right, exercisable no later than two
(2) trading days after receipt of the ROFR Notice, to purchase all of the
Offered Securities of the ROFR Seller on the same terms and conditions as set
forth in the ROFR Notice, by delivery of written notice to the ROFR Seller
within the aforesaid two (2) trading day period (such purchase to be consummated
on the second business day after delivery of such notice).
(c) If Purchaser has not exercised its right to purchase all of the
Offered Securities within the period specified in paragraph (b) above, the ROFR
Seller may, not later than ten (10) business days following delivery to
Purchaser of the ROFR Notice, conclude a transfer of any or all of the Offered
Securities on terms and conditions not less favorable to it from those described
in the ROFR Notice. Any
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proposed transfer on terms and conditions less favorable to it from those
described in the ROFR Notice, as well as any subsequent proposed transfer of any
other Additional Shares by the ROFR Seller, shall again be subject to the
purchase rights of Purchaser and shall require compliance by the ROFR Seller
with the procedures described in this Section 4.3.
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(d) Purchaser's exercise or non-exercise of its right to purchase
Offered Securities shall not adversely affect its rights under this Section 4.3
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as to subsequent sales of Additional Shares.
(e) Notwithstanding anything to the contrary contained in this Section
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4.3, Sellers collectively shall have the right to sell, without compliance with
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the right of first refusal restrictions otherwise contained in this Section 4.3,
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up to two thousand five hundred (2,500) Additional Shares (the "Deminimis Share
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Transaction") at any time during any month during the right of first refusal
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term to any bona fide third party buyer in an open market transaction. Upon
consummation of such Deminimis Share Transaction, Seller shall provide Purchaser
notice of such sale and the number of shares sold thereunder.
(f) Notwithstanding anything to the contrary contained in this Section
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4.3, in any given month during the right of first refusal term, the number of
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shares of Offered Securities for the ROFR Sellers collectively shall be limited
by the ninety-day volume restrictions provided in Rule 144 of the Securities
Act, such volume limitation being divided by a factor of three (3); provided,
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however, that if on any given day during the right of first refusal term, the
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aggregate trading volume of common stock, par value $.02 per share, of the
Company exceeds twenty-five thousand (25,000) shares, Seller may sell up to ten
percent (10%) of such trading volume for such day without compliance with the
right of first refusal restrictions otherwise contained in this Section 4.3.
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11. Closing Conditions.
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11.1 Conditions to the Obligations of Sellers and Purchaser. The obligation
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of Purchaser and/or each Seller to effect the Transactions shall be further
subject to the fulfillment on or before the Closing Date of the following
conditions:
(a) Any consent or approval of any governmental or regulatory agency
or body required to effect the Transactions shall have been obtained and such
approvals shall have become Final Orders (as hereinafter defined). A "Final
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Order" means a determination by the relevant regulatory authority that has not
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been reversed, stayed, enjoined, set aside, annulled or suspended, with respect
to which any waiting period prescribed by law before the transactions
contemplated hereby may be consummated has expired, and as to which all
conditions to the consummation of such transactions prescribed by law,
regulation or order have been satisfied.
(b) Any outstanding debt obligations between SAR or Xxxxxx X. Xxxxxx
on the one hand and the Company or National Securities Corporation on the other
hand, shall have been fully retired and paid.
(c) The Securities Purchase Agreement shall have been duly executed,
delivered and consummated.
11.2 Conditions to the Obligation of Sellers. The obligation of each Seller
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to effect the Transactions shall be further subject to the fulfillment on or
before the Closing Date of the following conditions, any one or more of which
may be waived by Sellers:
(a) Each of the obligations of Purchaser to be performed by it on or
before the
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Closing Date pursuant to the terms of this Agreement shall have been duly
performed on or before the Closing Date in all material respects.
(b) All actions required to be taken by Purchaser to authorize the
execution, delivery and performance of this Agreement, and the consummation of
the Transactions shall have been duly and validly taken.
(c) No order of any court or governmental agency or body shall be in
effect which restrains or prohibits the Transactions and there shall not have
been threatened, nor shall there be pending, any action or proceeding by or
before any court or governmental agency or body or other regulatory or
administrative agency or commission, challenging any of the Transactions or
seeking monetary or other relief by reason of the consummation of such
Transactions.
(d) The representations and warranties of Purchaser contained in this
Agreement shall be true and correct on and as of the Closing Date, with the same
force and effect as though such representations and warranties had been made on,
as of and with reference to, such date.
11.3 Conditions to the Obligation of Purchaser. The obligation of
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Purchaser to effect the Transactions shall be further subject to the fulfillment
on or before the Closing Date of the following conditions, any one or more of
which may be waived by Purchaser:
(a) Each of the obligations of Sellers to be performed by them on or
before the Closing Date pursuant to the terms of this Agreement shall have been
duly performed on or before the Closing Date in all material respects.
(b) All actions required to be taken by Sellers to authorize the
execution, delivery and performance of this Agreement, and the consummation of
the Transactions, shall have been duly and validly taken.
(c) No order of any court or governmental agency or body shall be in
effect which restrains or prohibits the Transactions and there shall not have
been threatened, nor shall there be pending, any action or proceeding by or
before any court or governmental agency or body or other regulatory or
administrative agency or commission, challenging any of the Transactions or
seeking monetary or other relief by reason of the consummation of such
Transactions.
(d) The representations and warranties of Sellers contained in this
Agreement shall be true and correct on and as of the Closing Date, with the same
force and effect as though such representations and warranties had been made on,
as of and with reference to, such date.
(e) SAR shall have executed a Termination and Consulting Agreement of
even date herewith.
12. Survival/Indemnification.
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(a) Notwithstanding any right of any party hereto fully to investigate
the affairs of any other party, and notwithstanding any knowledge of facts
determined or determinable pursuant to such investigation or right of
investigation, each party hereto shall have the right to rely fully upon the
representations, warranties, covenants and agreements of the other parties
contained in this Agreement. The respective representations, warranties,
covenants and agreements of Sellers and Purchaser contained in this Agreement
shall survive the Closing for a period of one (1) year.
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(b) Sellers hereby jointly and severally agree to indemnify and hold
harmless Purchaser from any and all damages, losses, costs, and expenses
(including reasonable attorneys' fees) which Sellers may incur by reason of
Sellers' failure to fulfill any of the terms and conditions of this Agreement or
by reason of Sellers' breach of any of Sellers' representations and warranties
contained herein.
13. Termination.
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13.1 General. This Agreement may be terminated and the transactions
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contemplated hereby may be abandoned at any time prior to the Closing:
(a) by the mutual written consent of Purchaser and Sellers; and
(b) by either Purchaser or Sellers, at any time on or after December
31, 2001, if the transactions contemplated hereby shall not have been
consummated prior thereto; provided, that the party seeking to effect such
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termination of this Agreement shall not then be in breach or default of any
material representation, warranty, covenant, agreement or obligation imposed
upon such party by this Agreement.
(c) by either Purchaser on the one hand, and the Sellers on the other
hand, if the transactions contemplated in the Securities Purchase Agreement have
not been consummated by December 31, 2001 or such agreement otherwise has been
terminated in accordance with its terms.
13.2 Effect of Termination. In the event of termination of this Agreement
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pursuant to this Section 7, prompt written notice shall be given by the
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terminating party to the other party with respect to this Agreement, and, unless
the party seeking to terminate this Agreement shall have no right to do so,
neither party to this Agreement shall have any further liability to the other,
except that the indemnity provisions of this Agreement above shall survive any
termination or abandonment of this Agreement.
14. Amendments. This Agreement may be amended, altered or revoked at any time
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in whole or in part only by means of a written instrument setting forth such
changes, signed by each of the signatories to this Agreement.
15. Notices. Any notice, request, instruction, approval, consent or other
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communication to be given hereunder by a party hereto shall be deemed validly
given, made or served if in writing and delivered personally (as of such
delivery) or sent by certified mail (as of three days after deposit personally
(as of such delivery) or sent by certified mail (as of three days after deposit
in the United States post office), postage prepaid or by facsimile, charges
prepaid (as of the date confirmation or receipt) at the address or facsimile
number set forth beside SAR in the case of Sellers or to Purchaser, Triage
Partners LLC, 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxx Xxxxx,
Co-Manager, facsimile: (000) 000-0000, or to such other individual or address or
facsimile number as a party hereto may designate for itself to the other parties
by notice given as herein provided.
16. Entire Agreement. This Agreement sets forth the entire agreement and
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understanding of the parties hereto in respect of the transaction contemplated
hereby and supersedes all prior agreements, arrangements and understandings
relating to subject matter hereof.
17. Governing Law. This Agreement shall be governed by and construed in
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accordance with the laws of the State of New York applicable to agreements made
and to be performed in the State of New York (without regard to principles of
conflict of laws). All of the parties irrevocably consent to the jurisdiction of
the United States Federal courts and the state courts located in New York with
respect to any suit or proceeding based on or arising under this Agreement, the
agreements entered into in connection herewith or the transactions contemplated
hereby or thereby, and irrevocably agree that all claims in respect of
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such suit or proceeding may be determined in such courts. All of the parties
irrevocably waive the defense of an inconvenient forum to the maintenance of
such suit or proceeding. All of the parties further agree that service of
process upon a party mailed by first class mail shall be deemed in every respect
effective service of process upon the party in any such suit or proceeding.
Nothing herein shall affect any party's right to serve process in any other
manner permitted by law. All of the parties agree that a final non-appealable
judgment in any such suit or proceeding shall be conclusive and may be enforced
in other jurisdictions by suit on such judgment or in any other lawful manner.
[The remainder of this page has been intentionall left blank]
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IN WITNESS WHEREOF, the parties have executed this Agreement effective
as of the date first above written.
SELLERS:
XXXXXX X. XXXXXXXXX
By:_____________________________
Name: Xxxxxx X. Xxxxxxxxx
Address: 0000 Xxxxxxxx Xxxx
Xxxxxxxx, XX 00000
Facsimile: (000) 000-0000
XXXXXX XXXXXXXXX XXX
By:_____________________________
Name: Xxxxxx X. Xxxxxxxxx
Title: Authorized Signatory
XXXXXX XXXXXXXXX C/F XXXXXXXX X.
XXXXXXXXX UGMA/IL
By:_____________________________
Name: Xxxxxx X. Xxxxxxxxx
Title: Custodian
XXXXXX XXXXXXXXX C/F XXXXXX
XXXXXXXXX UGMA/IL
By:_____________________________
Name: Xxxxxx X. Xxxxxxxxx
Title: Custodian
XXXXXX XXXXXXXXX C/F XXXXXXX
XXXXXXXXX UGMA/IL
By:_____________________________
Name: Xxxxxx X. Xxxxxxxxx
Title: Custodian
PURCHASER:
TRIAGE PARTNERS LLC
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By:_______________________
Name: Xxxxxx Xxxxx
Title: Co-Manager
TRIAGE PARTNERS LLC
By:_______________________
Name: Xxxxxx Xxxxx
Title: Co-Manager
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EXHIBIT A
Selling Stockholders
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Selling Stockholder Shares Shares
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Owned Sold
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Xxxxxx X. Xxxxxxxxx 345,103 245,000
Xxxxxx X. Xxxxxxxxx XXX #2 92,510 ---
Xxxxxx Xxxxxxxxx C/F Xxxxxxxx X. Xxxxxxxxx UGMA/IL 36,313 20,000
Xxxxxx Xxxxxxxxx C/F Xxxxxx Xxxxxxxxx UGMA/IL 58,467 20,000
Xxxxxx Xxxxxxxxx C/F Xxxxxxx Xxxxxxxxx UGMA/IL 27,267 ---
Total: 559,660 285,000
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EXHIBIT B
FORM OF
IRREVOCABLE PROXY
The undersigned, a stockholder of Olympic Cascade Financial
Corporation, a Delaware corporation ("Olympic"), hereby grants to Triage
Partners LLC, a New York limited liability company ("Triage"), or any designee
of Triage, an irrevocable proxy pursuant to the provisions of Section 212 of the
Delaware General Corporation Law to vote, or to execute and deliver written
consents or otherwise act (but in no event cause a sale or other transfer) with
respect to, the shares of capital stock of Olympic owned by the undersigned,
which shares are listed on Exhibit A to the Stock Purchase Agreement, dated as
of December 13, 2001, among Xxxxxx X. Xxxxxxxxx, the individual sellers listed
on Schedule A thereto and Triage ("Stock Purchase Agreement"), and any and all
other shares or securities of Olympic issued or issuable with respect thereof on
or after the date hereof, for a period of three years from the date of the
Closing of the Stock Purchase Agreement as fully, to the same extent and with
the same effect, as the undersigned might or could do under any applicable laws
or regulations governing the rights and powers of stockholders of a Delaware
corporation, and grants Triage full power of substitution and resubstitution.
This proxy is irrevocable (to the fullest extent permitted by law), coupled with
an interest, and is granted in connection with the Stock Purchase Agreement, and
is granted in consideration of the undersigned stockholder entering into such
Stock Purchase Agreement.
THIS PROXY SHALL ONLY BECOME EFFECTIVE UPON THE CLOSING OF THE STOCK
PURCHASE AGREEMENT AND WILL EXPIRE UPON THE EARLIER OF TWO YEARS FROM SUCH DATE
OR UPON A SALE OF SUCH SHARES TO A BONA FIDE THIRD PARTY BUYER IN AN OPEN MARKET
TRANSACTION.
Dated this ___ day of December 2001.
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