REGISTRATION AND DISPOSITION AGREEMENT
JWGenesis Financial Corp.
000 Xxxxx Xxxxxxx Xxxxxxx
Xxxxx 000
Xxxx Xxxxx, Xxxxxxx 00000
August 3, 1999
REGISTRATION AND DISPOSITION AGREEMENT
W T Investments, Inc.
0000 X. Xxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
XXXXXXX - VI LTD.
0000 X. Xxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Attention: Xxx Xxxxxx
RE: AMENDED AND RESTATED COMMON STOCK PURCHASE WARRANT (THE "WARRANT"),
WITH RESPECT TO UP TO 400,000 SHARES OF THE COMMON STOCK, $.001 PAR
VALUE PER SHARE (THE "WARRANT"), OF JWGENESIS FINANCIAL CORP.
Gentlemen:
For purposes of this letter, "you" refers to either or both of W T
Investments, Inc. and XXXXXXX - VI LTD, as their respective interests may exist
or appear with respect to the Warrant at the subject time.
This Registration and Disposition Agreement (the "Agreement") confirms
arrangements whereby (1) we agree to register the resale by you or other Initial
Holders thereof (as defined below) of the Warrant Shares following the issuance
thereof, and (2) you agree to limit the amount of Warrant Shares sold by you in
the public market during a prescribed period of time, as follows:
1. REQUIRED REGISTRATION.
As you know, the Company earlier filed a registration statement on Form
S-1, Commission File No. 333-75447 (the "Resale S-1"), with respect to a
registration obligation it owed to other persons, and the Company included your
Warrant Shares as part of that registration. The Resale S-1 went stale and could
no longer be used, and the Company subsequently filed a post-effective amendment
on Form S-3 (the "S-3 Amendment") to amend the Resale S-1. Because of
intervening events, however, the Company might be relieved of its obligation to
those other persons to seek effectiveness of the S-3 Amendment, in which event
the Company also would not be required to register the Warrant Shares at this
time.
However, in consideration of your agreement in paragraph 2 below, the
Company hereby agrees that, whether or not it is otherwise obligated to other
parties to do so, the Company shall use its reasonable best efforts to cause the
S-3 Amendment covering the resale by you and, if permitted under applicable
rules of the Securities and Exchange Commission (the "Commission), the issuance
to you, of all of the Warrant Shares to become effective as soon as reasonably
practicable, and to keep the S-3 Amendment effective until the date that is the
earliest of (i) the date on which all of the Warrant Shares have been sold under
the Securities Act of 1933, as amended (the "Act"), (ii) the date on which all
of the Warrant Shares (in the reasonable opinion of counsel to the Company) may
be sold to the public without registration under the Act and without restriction
as to the number of Warrant Shares to be sold, whether pursuant to Rule 144
under the Act or otherwise, and (iii) the date upon which the S-3 Amendment has
been effective (and the prospectus included therein available for use) for a
total of twelve (12) months (the "Registration Period"). The Company further
agrees that, during the Registration Period and thereafter, your piggyback
registration rights under the Warrant shall continue in accordance with its
terms.
We agree that the terms and conditions otherwise applicable under the
Warrant with respect to your piggyback registration rights (as well as the
provision with respect to notices) shall apply in connection with the Company's
obligations and your rights herein with respect to the S-3 Amendment, except
that you shall not be subject to any cut-back or other reduction in the number
of Warrant Shares to be covered by the S-3 Amendment.
2. DISPOSITION OF WARRANT SHARES. You hereby agree that, in consideration
for the Company's agreement in paragraph 1, you will not sell, offer to sell, or
otherwise dispose of, directly or indirectly, into the public trading market
more than an aggregate of 25,000 Warrant Shares during any consecutive five (5)
day trading period during the twelve (12) months following the date of this
Agreement, without the prior written consent of the Company; provided that, (a)
sales in an underwritten offering and (b) prearranged transactions involving the
sales of "blocks" of Warrant Shares, executed in accordance with Rule 24 of the
American Stock Exchange LLC General and Floor Rules (or similar rules or
regulations of other securities exchanges upon which the Company's Common Stock
is then traded) shall not be subject to the restrictions set forth above. For
purposes of this Agreement, a "block" shall consist of 10,000 or more Warrant
Shares. You agree to enforce this Agreement with respect to any and all persons
to whom you may transfer the Warrant or all or a portion of the Warrant Shares
(each an "Initial Holder"), and you agree to notify the Company in advance of
any such proposed transfer and to provide to the Company, upon its request,
written evidence that any such transferee acknowledges and agrees to be bound
hereby.
You also acknowledge and agree that, in order to facilitate the terms
hereof, a copy of this Agreement may be delivered to American Stock Transfer and
Trust Company, who is the transfer agent for the Company's common stock, along
with "stop transfer" instructions with respect to any request by you or other
Initial Holders or transferees for a transfer relating to more than 25,000
Warrants Shares during any period as provided above.
3. MISCELLANEOUS. All covenants and agreements contained in this Agreement
by or on behalf of any of the parties hereto shall bind and inure to the benefit
of the respective successors and assigns of the parties, whether or not so
expressed. Any person having rights under any provision of this Agreement shall
be entitled to enforce such rights specifically, to recover damages caused by
reason of any breach of any provision of this Agreement, and to exercise all
other rights granted by law.
This Agreement shall be governed by, and construed and enforced in
accordance with, the internal laws of the State of Florida, without regard to
conflict of laws rules thereof.
Please confirm your agreement to and acceptance of this Agreement by
countersigning and delivering to the Company the enclosed counterpart of this
Agreement, whereupon this Agreement shall be binding on both of us.
Very truly yours,
JWGENESIS FINANCIAL CORP.
By: /s/ Xxxx X. Xxxxx
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Xxxx X. Xxxxx
Vice Chairman and Chief Operating Officer
AGREED TO AND ACCEPTED,
as of the date first above-written:
W T INVESTMENTS, INC.
By: /s/ Xxx X. Xxxxxx
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XXXXXXX - VI LTD.
By: /s/ Xxxxxx X. Xxxxxxxxx
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