EXHIBIT 10.11
Xxxxxx Xxxxxxxxxx, X.X.
Xxxxxx Xxxxxxxxxx Securities
One World Trade Center
New York, New York 10048
June 2, 2000
eSpeed, Inc.
One World Trade Center
New York, New York 10048
Dear Sirs:
Reference is made to (i) the Subscription Agreement, dated April 26,
2000, by and among eSpeed, Inc. (the "Company"), Xxxxxx Xxxxxxxxxx, X.X.
("Xxxxxx") and Dynegy, Inc., (ii) the Subscription Agreement, dated April 26,
2000, by and among the Company, Cantor and The Xxxxxxxx Companies, Inc., and
(iii) the Stock Purchase Agreement, dated April 26, 2000 (the "Stock Purchase
Agreement"), by and between the Company and Cantor Xxxxxxxxxx Securities.
In connection with Xxxxxx'x obligations under Section 12 of each of
these Subscription Agreements, the undersigned hereby request that you instruct
your transfer agent to convert an aggregate of 3,375,348 shares of Class B
Common Stock held by Xxxxxx Xxxxxxxxxx Securities into the same number of shares
of Class A Common Stock. In addition, in connection with the transactions
contemplated by the Stock Purchase Agreement, the undersigned hereby agree that
the Initial Shares (as defined in the Stock Purchase Agreement) shall consist of
789,071 shares of Class A Common Stock and request that you instruct your
transfer agent to convert, prior to the Share Purchase Closing (as defined in
the Stock Purchase Agreement), 789,071 shares of Class B Common Stock held by
Cantor Xxxxxxxxxx Securities into the same number of shares of Class A Common
Stock (which shares shall then be sold at the Share Purchase Closing by Xxxxxx
Xxxxxxxxxx Securities to you as contemplated by the Stock Purchase Agreement).
By execution of this letter agreement, Xxxxxx Xxxxxxxxxx Securities and
the Company are also agreeing that the Stock Purchase Agreement is hereby
amended to provide that the Initial Shares shall be shares of Class A Common
Stock rather than Class B Common Stock. Except as so amended, the Stock Purchase
Agreement shall remain in full force and effect.
If you are in agreement with the foregoing, please so indicate in the
space below provided for such purpose.
XXXXXX XXXXXXXXXX, X.X.
By: /s/ Xxxxxx X. Xxxxxxx
----------------------
Name: Xxxxxx X. Xxxxxxx
Title: Chairman
CANTOR XXXXXXXXXX SECURITIES
By: /s/ Xxxxxx X. Xxxxxxx
----------------------
Name: Xxxxxx X. Xxxxxxx
Title: President
AGREED:
ESPEED, INC.
By: /s/ Xxxxxx X. Xxxxxxx
-----------------------
Name: Xxxxxx X. Xxxxxxx
Title: Chairman and Chief Executive Officer
