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CONTRIBUTION AGREEMENT
This Contribution Agreement ("Agreement"), dated as of ,
1997, is entered into by and among Hanover Capital Mortgage Holdings, Inc., a
Maryland corporation ("HCHI"), and Xxxx X. Xxxxxxxx ("Xxxxxxxx"), Xxxxx X.
Xxxxxxx ("Xxxxxxx"), Xxxxxx X. Xxxxxxxxx ("Xxxxxxxxx") and Xxxx X. Xxxxxxx
("Xxxxxxx"). Burchett, Mizerak, Xxxxxxxxx and Xxxxxxx are collectively referred
to as the "Principals."
RECITALS
A. The Principals own all of the outstanding capital stock of HCP,
consisting of 3,000 shares of HCP Common and 97,000 shares of HCP Preferred, in
the respective amounts set forth opposite their names on the attached
SCHEDULE 1.
B. The rights, restrictions, privileges and preferences of the HCP
Common and the HCP Preferred are set forth in the Certificate of Amendment
attached hereto as EXHIBIT A (the "Certificate of Amendment").
C. The Principals desire to contribute to HCHI, and HCHI desires to
accept from the Principals, the 97,000 shares of HCP Preferred owned by the
Principals in exchange for (i) 716,667 shares of HCHI Common, (ii) loans to the
Principals in an aggregate principal amount not to exceed the Maximum Loan
Amount and (iii) if certain conditions related to the financial performance of
HCHI are satisfied, (a) up to 216,667 additional shares of HCHI Common and (b)
the forgiveness of up to the Maximum Loan Amount .
AGREEMENT
In consideration of the mutual promises and covenants contained in this
Agreement, the parties hereto agree as follows:
1. CERTAIN DEFINITIONS. For purposes of this Agreement, the
following terms shall be defined as follows:
AVERAGE SPREAD. "Average Spread" means, for any period, (i) the average
Fair Market Value of an IPO Share minus (ii) the IPO Price.
BUSINESS DAY. "Business Day" means any day except a Saturday, Sunday or
other day on which commercial banks in New York, New York are authorized or
required by law to be closed.
EARN-OUT MEASURING DATE. "Earn-Out Measuring Date" means each September
30 beginning with September 30, 1998 and ending with September 30, 2002.
EARN-OUT SHARES. "Earn-Out Shares" means up to 216,667 shares of HCHI
Common that may be issued to the Principals pursuant to Section 2.2.3 (subject
to appropriate adjustment for
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stock dividends and distributions, stock splits and subdivisions, reverse stock
splits and combinations, recapitalizations, distributions of rights, warrants or
options, and distributions of evidences of indebtedness or assets relating to
assets not received by HCHI pursuant to a pro rata distribution by HCHI and
transactions having like effect).
FAIR MARKET VALUE. "Fair Market Value" means, with respect to any share
of capital stock of HCHI, the average of the daily market price for the ten (10)
consecutive trading days immediately preceding the date with respect to which
"Fair Market Value" must be determined hereunder or, if such date is not a
Business Day, the immediately preceding Business Day. The market price for each
such trading day shall be: (i) if such shares are listed or admitted to trading
on any securities exchange or the Nasdaq National Market, the closing price,
regular way, on such day, or if no such sale takes place on such day, the
average of the closing bid and asked prices on such day, (ii) if such shares are
not listed or admitted to trading on any securities exchange or the Nasdaq
National Market, the last reported sale price on such day or, if no sale takes
place on such day, the average of the closing bid and asked prices on such day,
as reported by a reliable quotation source designated by HCHI, or (iii) if such
shares are not listed or admitted to trading on any securities exchange or the
Nasdaq National Market and no such last reported sale price or closing bid and
asked prices are available, the average of the reported high bid and low asked
prices on such day, as reported by a reliable quotation source designated by
HCHI, or if there shall be no bid and asked prices on such day, the average of
the high bid and low asked prices, as so reported, on the most recent day (not
more than ten (10) days prior to the date in question) for which prices have
been so reported; provided that, if there are no bid and asked prices reported
during the ten (10) days prior to the date in question, the Fair Market Value of
such shares shall be determined by HCHI acting on the basis of such quotations
and other information as it considers appropriate.
HCHI COMMON. "HCHI Common" means common stock of HCHI, $.01 par value
per share.
HCP. "HCP" means Hanover Capital Partners Ltd., a New York corporation.
HCP COMMON. "HCP Common" means Class A Common Stock of HCP, par value
$.01 per share.
HCP PREFERRED. "HCP Preferred" means Series A Preferred Stock of HCP,
par value $.01 per share.
IPO SHARE. "IPO Share" means a share of HCHI Common issued by HCHI in
its initial underwritten public offering.
IPO PRICE. "IPO Price" means the initial public offering price of a
Unit in HCHI's initial underwritten public offering.
LOAN AGREEMENT. "Loan Agreement" means a Loan Agreement between HCHI
and a Principal substantially in the form attached as EXHIBIT B.
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MAXIMUM LOAN AMOUNT. "Maximum Loan Amount" means $1,750,000, the
maximum aggregate amount that the Principals may borrow from HCHI pursuant to
Section 2.2.2.
PRO RATA PORTION. "Pro Rata Portion" means, with respect to any
Principal (or his or her representatives, successors or assigns, as the case may
be), a fraction (i) the numerator of which is the number of shares of HCP
Preferred contributed by such Principal to HCHI hereunder, as set forth on the
attached SCHEDULE 1, and (ii) the denominator of which is 97,000.
TOTAL RETURN PER UNIT. "Total Return per Unit" means, as of any
Earn-Out Measuring Date, (i) two times the Average Spread for the thirty (30)
day period that ends on such Earn-Out Measuring Date, plus (ii) the sum of all
distributions that have been made by HCHI with respect to an IPO Share through
and including such Earn-Out Measuring Date.
UNIT. "Unit" means a unit, consisting of one share of HCHI Common and a
warrant to purchase one share of HCHI Common, issued by HCHI in its initial
underwritten public offering.
2. CONTRIBUTION OF HCP PREFERRED.
2.1 CONTRIBUTION OF HCP PREFERRED. Subject to the terms and
conditions of this Agreement, at the Closing, the Principals shall contribute,
assign and transfer to HCHI, and HCHI shall accept from the Principals, all
97,000 outstanding shares of HCP Preferred.
2.2 ISSUANCE OF HCHI COMMON; LOANS; EARN-OUT.
2.2.1 ISSUANCE OF HCHI COMMON AT CLOSING. Subject to the
terms and conditions of this Agreement, at the Closing, HCHI shall issue and
deliver to each of the Principals his or her Pro Rata Portion of 716,667 shares
of HCHI Common.
2.2.2 LOANS TO PRINCIPALS. Subject to the terms and
conditions of this Agreement, at the Closing, HCHI shall execute and deliver a
Loan Agreement to each Principal pursuant to which such Principal shall be
entitled to borrow from HCHI, on the terms set forth in such Loan Agreement, up
to his or her Pro Rata Portion of the Maximum Loan Amount.
2.2.3 EARN-OUT. The parties hereto acknowledge that the
value of the HCP Preferred is not determinable as of the Closing with absolute
certainty and was arrived at based upon discussions between the Principals and
the underwriters for HCHI's initial underwritten public offering. To account for
the possibility that the HCP Preferred may have a value that is greater than the
value of the HCHI Common to be delivered to the Principals at the Closing, the
Principals shall be entitled to receive the Earn-Out Shares, and to have the
outstanding balances of the loans made to them by HCHI pursuant to Section 2.2.2
and their Loan Agreements forgiven, as provided, and subject to the conditions
set forth, in this Section 2.2.3.
(i) If the Total Return per Unit as of any Earn-Out
Measuring Date equals at least a 20% annualized return on the IPO Price through
such Earn-Out Measuring Date,
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HCHI shall (A) issue to each Principal his or her Pro Rata Portion of the lesser
of (1) one-third (1/3) of the total number of Earn-Out Shares or (2) the number
of Earn-Out Shares that have not theretofore been issued pursuant to this
Section 2.2.3, and (B) forgive, and discharge such Principal from liability for,
an amount of indebtedness of such Principal to HCHI under such Principal's Loan
Agreement equal to one-third (1/3) of the principal amount loaned by HCHI to
such Principal pursuant to such Loan Agreement.
(ii) If the Total Return per Unit as of any Earn-Out
Measuring Date is equal to or greater than the IPO Price, HCHI shall (A) issue
to each Principal his or her Pro Rata Portion of the number of Earn-Out Shares
that have not theretofore been issued pursuant to this Section 2.2.3 and (B)
forgive, and discharge such Principal from liability for, an amount of
indebtedness of such Principal to HCHI under such Principal's Loan Agreement
equal to the principal amount loaned by HCHI to such Principal pursuant to such
Loan Agreement.
3. THE CLOSING.
3.1 TIME AND PLACE. The closing ("Closing") of the contribution
of the HCP Preferred to HCHI and the issuance of 716,667 shares of HCHI Common
under this Agreement shall take place at the offices of
simultaneously with the closing of HCHI's initial underwritten public offering.
The date of the Closing is hereinafter referred to as the "Closing Date."
3.2 DELIVERIES BY THE PRINCIPALS. At the Closing, the Principals
shall deliver the following to HCHI as conditions to HCHI's obligations under
Section 2.2:
3.2.1 HCP PREFERRED. Each of the Principals shall deliver
to HCHI one or more stock certificates representing the number of shares of HCP
Preferred set forth opposite his or her name on the attached Schedule 1,
endorsed in blank or accompanied by duly executed assignment documents.
3.2.2 CERTIFICATE OF INCORPORATION. The Principals shall
deliver to HCHI the Certificate of Incorporation of HCP, as amended and in
effect on the Closing Date (including the Certificate of Amendment), certified
by the Secretary of State of the State of New York.
3.2.3 CERTIFICATE OF GOOD STANDING. The Principals shall
deliver to HCHI a certificate as to the corporate good standing of HCP issued by
the Secretary of State of the State of New York not more than ten (10) Business
Days before the Closing Date.
3.2.4 CERTIFICATE OF SECRETARY. The Principals shall
deliver to HCHI a Certificate of the Secretary of HCP attesting as to (i) the
By-laws of HCP, and (ii) resolutions of the Board of Directors of HCP
authorizing and approving the Certificate of Amendment and the issuance of the
shares of HCP Common and HCP Preferred that are outstanding as of the Closing
Date.
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3.2.5 SHAREHOLDERS' AGREEMENT. Each of the Principals shall
execute and deliver to HCHI the Shareholders' Agreement in the form attached
hereto as Exhibit C.
3.2.6 REGISTRATION RIGHTS AGREEMENT. Each of the Principals
shall execute and deliver to HCHI the Registration Rights Agreement in the form
attached hereto as Exhibit D.
3.2.7 LOCK-UP AGREEMENT. Each of the Principals shall
execute and deliver to HCHI the Lock-Up Agreement in the form attached hereto as
Exhibit E.
3.2.8 EMPLOYMENT AGREEMENTS. Each of the Principals shall
execute and deliver to HCHI an Employment Agreement in the form attached hereto
as Exhibit F, Exhibit G, Exhibit H or Exhibit I, as the case may be.
3.3 DELIVERIES BY HCHI. At the Closing, HCHI shall deliver the
following to the Principals as conditions to the Principals' obligations under
Section 2.1:
3.3.1 HCHI COMMON. HCHI shall deliver to each of the
Principals one or more stock certificates representing his or her Pro Rata
Portion of 716,667 shares of HCHI Common.
3.3.2 CERTIFICATE OF INCORPORATION. HCHI shall deliver to
the Principals the Certificate of Incorporation of HCHI, as amended and in
effect on the Closing Date, certified by the Secretary of State of the State of
Maryland.
3.3.3 CERTIFICATE OF GOOD STANDING. HCHI shall deliver to
the Principals a certificate as to the corporate good standing of HCHI issued by
the Secretary of State of the State of Maryland not more than ten (10) Business
Days before the Closing Date.
3.3.4 CERTIFICATE OF SECRETARY. HCHI shall deliver to the
Principals a Certificate of the Secretary of HCHI attesting as to (i) the
By-laws of HCHI, and (ii) resolutions of the Board of Directors of HCHI
authorizing and approving all matters in connection with this Agreement and the
transactions contemplated hereby.
3.3.5 SHAREHOLDERS' AGREEMENT. HCHI shall execute and
deliver to the Principals the Shareholders' Agreement in the form attached
hereto as Exhibit C.
3.3.6 REGISTRATION RIGHTS AGREEMENT. HCHI shall execute and
deliver to the Principals the Registration Rights Agreement in the form attached
hereto as Exhibit D.
3.3.7 EMPLOYMENT AGREEMENTS. HCHI shall execute and deliver
to each of the Principals an Employment Agreement in the form attached hereto as
EXHIBIT F, EXHIBIT G, EXHIBIT H or EXHIBIT I, as the case may be.
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3.3.8 LOAN AGREEMENTS. HCHI shall execute and deliver to
each of the Principals a Loan Agreement entitling such Principal to borrow from
HCHI his or her Pro Rata Portion of the Maximum Loan Amount.
3.4 CROSS-RECEIPT. Upon the completion of the deliveries to be
made by HCHI and the Principals hereunder, HCHI and the Principals shall execute
and deliver to each other a cross-receipt evidencing such completion.
4. REPRESENTATIONS OF THE PRINCIPALS. Subject to and except as
disclosed by the Principals in the Principals' Disclosure Schedule attached
hereto (the "Principals' Disclosure Schedule"), each of the Principals hereby
represents and warrants to HCHI as follows:
4.1 ORGANIZATION AND STANDING. HCP is a corporation duly
organized, validly existing and in good standing under the laws of the State of
New York and has full corporate power and authority to conduct its business as
presently conducted and as proposed to be conducted by it. The Principals have
furnished to O'Melveny & Xxxxx, LLP, counsel to the underwriters for HCHI's
initial underwritten public offering, true and complete copies of HCP's
Certificate of Incorporation and By-laws, each as amended to date (including the
Certificate of Amendment) and presently in effect.
4.2 CAPITALIZATION. The authorized capital stock of HCP
immediately prior to the Closing consists (and immediately after the Closing
will consist) of (a) 5,000 shares of HCP Common, of which 3,000 shares are
issued and outstanding, (b) 5,000 shares of HCP's Class B Common Stock, par
value $.01 per share (the "HCP Class B"), none of which are issued and
outstanding and (c) 100,000 shares of HCP Preferred, of which 97,000 are issued
and outstanding. At the Closing, the HCP Common, the HCP Class B and the HCP
Preferred will have the voting powers, designations, preferences, rights and
qualifications, and limitations or restrictions, set forth in the Certificate of
Incorporation of HCP, as amended by the Certificate of Amendment. All of the
issued and outstanding shares of HCP Common and HCP Preferred have been duly
authorized and validly issued and are fully paid and nonassessable. Except as
provided in this Agreement, the Shareholders' Agreement attached as Exhibit C or
the Certificate of Incorporation of HCP (as amended by the Certificate of
Amendment), (i) no subscription, warrant, option, convertible security or other
right (contingent or otherwise) to purchase or acquire any shares of capital
stock of HCP is authorized or outstanding, (ii) HCP has no obligation
(contingent or otherwise) to issue any subscription, warrant, option,
convertible security or other such right or to issue or distribute to holders of
any shares of its capital stock any evidences of indebtedness or assets of HCP,
and (iii) HCP has no obligation (contingent or otherwise) to purchase, redeem or
otherwise acquire any shares of its capital stock or any interest therein or to
pay any dividend or make any other distribution in respect thereof. All of the
issued and outstanding shares of capital stock of HCP have been offered, issued
and sold by HCP in compliance with applicable Federal and state securities laws.
4.3 SUBSIDIARIES, ETC. Except as set forth in Section 4.3 of
the Principals' Disclosure Schedule, HCP has no subsidiaries and does not own or
control, directly or indirectly,
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any shares of capital stock of any other corporation or any interest in any
partnership, limited liability company, joint venture or other non-corporate
business enterprise.
4.4 STOCKHOLDERS AND AGREEMENTS; BENEFICIAL OWNERSHIP. The
Principals are all of the stockholders of HCP. Each of the Principals holds of
record and beneficially the number of shares of HCP Preferred set forth opposite
his or her name on the attached SCHEDULE 1 free and clear of any liens, claims,
security interests or encumbrances. Except as provided in this Agreement, the
Shareholders' Agreement attached as EXHIBIT C or the Certificate of
Incorporation of HCP (as amended by the Certificate of Amendment), there are no
agreements, written or oral, between HCP and any of the Principals, or to which
HCP or any of the Principals is a party, relating to the acquisition (including
without limitation rights of first refusal or pre-emptive rights), disposition,
registration or voting of the capital stock of HCP.
4.5 AUTHORITY. This Agreement and the other agreements required
to be executed by the Principals on or prior to the Closing pursuant to Section
3.2 (the "Principals' Ancillary Agreements") have been duly executed and
delivered by the Principals and constitute valid and binding obligations of the
Principals enforceable in accordance with their respective terms. The execution
of and performance of the transactions contemplated by this Agreement and the
Principals' Ancillary Agreements, and compliance with their provisions by the
Principals, will not violate any provision of law and will not violate or result
in any breach of any of the terms, conditions or provisions of, or constitute a
default under, or require a consent or waiver under, HCP's Certificate of
Incorporation or By-laws (each as amended to date) or any indenture, lease,
agreement or other instrument to which HCP or any of the Principals is a party
or by which HCP's or any of the Principals' properties is bound, or any decree,
judgment, order, statute, rule or regulation applicable to HCP or any of the
Principals.
4.6 GOVERNMENTAL CONSENTS. No consent, approval, order or
authorization of, or registration, qualification, designation, declaration or
filing with, any governmental authority is required on the part of the
Principals or HCP in connection with the execution and delivery of this
Agreement, the sale and delivery of the HCP Preferred, or the other transactions
to be consummated at the Closing, as contemplated by this Agreement, except such
filings as shall have been made prior to and shall be effective on and as of the
Closing.
4.7 LITIGATION. Except as set forth in Section 4.7 of the
Principals' Disclosure Schedule, there is no action, suit or proceeding, or
governmental inquiry or investigation, pending, or, to the best of the
Principals' knowledge, any basis therefor or threat thereof, against HCP or any
of the Principals, which questions the validity of this Agreement or the right
of any of the Principals to enter into it, or which might result, either
individually or in the aggregate, in any material adverse change in the
business, prospects, assets or condition, financial or otherwise, of HCP.
4.8 BOARD OF DIRECTORS. The Board of Directors is comprised of
four members, and currently consists of the Principals.
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4.9 INVESTMENT. Each Principal represents and warrants to HCHI
that he or she is acquiring the shares of HCHI Common to be delivered to him or
her pursuant to Section 2.2.1 and Section 2.2.3 for his or her own account for
investment and not with a view to, or for sale in connection with, any
distribution thereof, nor with any present intention of distributing or selling
the same; and, except as contemplated by this Agreement and the Schedules and
Exhibits hereto, such Principal has no present or contemplated agreement,
undertaking, arrangement, obligation, indebtedness or commitment providing for
the disposition thereof.
4.10 EXPERIENCE. Each Principal represents and warrants to HCHI
that he or she has carefully reviewed the representations concerning HCHI
contained in this Agreement and has made detailed inquiry concerning HCHI, its
business and its personnel; the officers of HCHI have made available to such
Principal any and all written information which he or she has requested and have
answered to such Principal's satisfaction all inquiries made by such Principal;
and such Principal has sufficient knowledge and experience in investing in
companies similar to HCHI so as to be able to evaluate the risks and merits of
his or her investment in HCHI and is able financially to bear the risks thereof.
5. REPRESENTATIONS OF HCHI. Subject to and except as disclosed by
HCHI in HCHI's Disclosure Schedule attached hereto (the "HCHI Disclosure
Schedule"), HCHI hereby represents and warrants to the Principals as follows:
5.1 ORGANIZATION AND STANDING. HCHI is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Maryland and has full corporate power and authority to conduct its business as
presently conducted and as proposed to be conducted by it.
5.2 CAPITALIZATION. Immediately prior to the Closing, the
authorized capital stock of HCHI consists of (a) 90,000,000 shares of HCHI
Common, of which ten (10) shares are issued and outstanding, and (b) 10,000,000
shares of Preferred Stock, par value $.01 per share (the "HCHI Preferred"), none
of which are issued and outstanding. Immediately after the Closing, the
authorized capital stock of HCHI will consist of (a) 90,000,000 shares of HCHI
Common, of which 5,316,667 shares will be issued and outstanding, and (b)
10,000,000 shares of Preferred Stock, par value $.01 per share (the "HCHI
Preferred"), none of which will be issued and outstanding. At the Closing, HCHI
Common will have the voting powers, designations, preferences, rights and
qualifications, and limitations or restrictions set forth in the Certificate of
Incorporation of HCHI. All of the issued and outstanding shares of HCHI Common
have been duly authorized and validly issued and are fully paid and
nonassessable. All of the issued and outstanding shares of capital stock of HCHI
have been offered, issued and sold by HCHI in compliance with applicable Federal
and state securities laws.
5.3 AUTHORITY FOR AGREEMENT. The execution, delivery and
performance by HCHI of this Agreement, and the other agreements required to be
executed by HCHI on or prior to the Closing pursuant to Section 3.3 ("HCHI's
Ancillary Agreements"), and the consummation by HCHI of the transactions
contemplated hereby and thereby, have been duly authorized by all necessary
corporate action. This Agreement and HCHI's Ancillary Agreements have been duly
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executed and delivered by HCHI and constitute valid and binding obligations of
HCHI enforceable in accordance with their respective terms. The execution of and
performance of the transactions contemplated by this Agreement and HCHI's
Ancillary Agreements and compliance with their provisions by HCHI will not
violate any provision of law and will not conflict with or result in any breach
of any of the terms, conditions or provisions of, or constitute a default under,
or require a consent or waiver under, its Certificate of Incorporation or
By-laws (each as amended to date) or any indenture, lease, agreement or other
instrument to which HCHI is a party or by which it or any of its properties is
bound, or any decree, judgment, order, statute, rule or regulation applicable to
HCHI.
5.4 INVESTMENT. HCHI represents and warrants to the Principals
that it is acquiring the HCP Preferred for its own account for investment and
not with a view to, or for sale in connection with, any distribution thereof,
nor with any present intention of distributing or selling the same; and, except
as contemplated by this Agreement and the Schedules and Exhibits hereto, HCHI
has no present or contemplated agreement, undertaking, arrangement, obligation,
indebtedness or commitment providing for the disposition thereof.
5.5 EXPERIENCE. HCHI represents and warrants to the Principals
that it has carefully reviewed the representations concerning HCP and the
Principals contained in this Agreement and has made detailed inquiry concerning
HCP, its business and its personnel; the officers of HCP have made available to
HCHI any and all written information which HCHI has requested and have answered
to HCHI's satisfaction all inquiries made by HCHI; and HCHI has sufficient
financial sophistication so as to be able to evaluate the risks and merits of
its investment in HCP and is able financially to bear the risks.
6. MISCELLANEOUS.
6.1 ENTIRE AGREEMENT; AMENDMENT; WAIVER. This Agreement and the
Exhibits and Schedules hereto set forth the entire understanding of the parties,
and supersede all prior agreements and all other arrangements and
communications, whether oral or written, with respect to the subject matter of
this Agreement. Neither this Agreement nor any provision of this Agreement may
be waived, modified, amended or terminated except by a written agreement signed
by the parties to this Agreement. Waiver by a party to this Agreement of any
breach of or failure to comply with any provision of this Agreement by any other
party shall not be construed as, or constitute, a continuing waiver of such
provision, or a waiver or any other breach of, or failure to comply with, any
other provision of this Agreement.
6.2 SUCCESSORS AND ASSIGNS; BINDING EFFECT; ASSIGNMENT. This
Agreement shall be binding upon and shall inure to the benefit of the parties
hereto and to their respective heirs, executors, administrators, legal
representatives, successors and permitted assigns; provided, however, that the
rights under this Agreement may not be assigned except as expressly provided
herein.
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6.3 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All agreements,
representations and warranties contained herein shall survive the execution and
delivery of this Agreement and the closing of the transactions contemplated
hereby.
6.4 NOTICES. All notices, requests, consents, and other
communications under this Agreement shall be in writing and shall be delivered
by hand, sent via a reputable nationwide overnight courier service or mailed by
first class certified or registered mail, return receipt requested, postage
prepaid:
If to HCHI, at Hanover Capital Mortgage Holdings, Inc., 00 Xxxx
Xxxxxx, Xxxxx 0000, Xxx Xxxx, XX 00000, Attn: President, or at such other
address or addresses as may have been furnished in writing by HCHI to the
Principals; or
If to any Principal, at his or her address as set forth on the
signature page hereto, or at such other address or addresses as may have been
furnished to HCHI in writing by such Principal.
Notices provided in accordance with this Section 6.4 shall be
deemed delivered upon personal delivery, one business day after being sent via a
reputable nationwide overnight courier service, or two business days after
deposit in the mail.
6.5 BROKERS. Each party hereto (i) represents and warrants to the
other parties hereto that he, she or it has retained no finder or broker in
connection with the transactions contemplated by this Agreement, and (ii) shall
indemnify and save the other parties harmless from and against any and all
claims, liabilities or obligations with respect to brokerage or finders' fees or
commissions, or consulting fees in connection with the transactions contemplated
by this Agreement asserted by any person on the basis of any statement or
representation alleged to have been made by such indemnifying party.
6.6 COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original, but all of which
shall be one and the same document.
6.7 SECTION HEADINGS. The section headings are for the
convenience of the parties and in no way alter, modify, amend, limit, or
restrict the contractual obligations of the parties.
6.8 SEVERABILITY. The invalidity or unenforceability of any
provision of this Agreement shall not affect the validity or enforceability of
any other provision of this Agreement.
6.9 GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of Maryland.
6.10 INCORPORATION OF EXHIBITS AND SCHEDULES. The Exhibits and
Schedules to this Agreement are incorporated in this Agreement by reference and
made a part hereof.
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Executed as of the date first written above.
"HCHI"
HANOVER CAPITAL MORTGAGE HOLDINGS,
INC.
By:_______________________________
Name:
Title:
"XXXXXXXX"
__________________________________
Xxxx X. Xxxxxxxx
"XXXXXXX"
__________________________________
Xxxxx X. Xxxxxxx
"XXXXXXXXX"
__________________________________
Xxxxxx X. Xxxxxxxxx
"XXXXXXX"
__________________________________
Xxxx X. Xxxxxxx
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