EXHIBIT III TO SCHEDULE 13D
VOTING AGREEMENT
Whereas, pursuant to Section 5(c) of the Securities Purchase Agreement
dated as of October 29, 1999 (the "Securities Purchase Agreement") by and among:
(i) Greenwich Street Capital Partners II, L.P. ("Greenwich II"), GSCP Offshore
Fund, L.P., Greenwich Fund, L.P., Greenwich Street Employees Fund, L.P. and TRV
Executive Fund, L.P., (the foregoing being herein together referred to as the
"Purchaser") and (ii) Walnut Financial Services, Inc. (which will change its
name to "THCG, Inc.") (the "Company"), the Purchaser is entitled to nominate one
person (the "Purchaser Appointee") for election to the Board of Directors of the
Company so long as the Purchaser is the beneficial owner of 5.0% or more of the
issued and outstanding shares of Common Stock on a fully-diluted basis (assuming
for such purpose the exercise or conversion of all outstanding options, warrants
and other convertible securities, including the "Securities" (as defined in the
Securities Purchase Agreement)); and
Whereas, the undersigned is a "THSI Principal" as defined in the Securities
Purchase Agreement.
Now therefore, as an inducement to the Purchaser to purchase the
"Securities" under, and as defined in, the Securities Purchase Agreement, the
undersigned does hereby agree as follows:
1. The undersigned shall vote all shares of the capital stock of the
Company owned from time to time by the undersigned in favor of the election of
the Purchaser Appointee as shall be designated from time to time by Greenwich II
pursuant to Section 5(c) of the Securities Purchase Agreement, all to the same
extent as if the undersigned were a party to Section 5(c) of the Securities
Purchase Agreement; and the undersigned shall not take any action (or fail to
take any action) which is inconsistent with, or in contravention of, the
provisions of Section 5(c) of the Securities Purchase Agreement.
2. The undersigned shall not effect any "Exempt Transfer" (as defined in
the Securities Purchase Agreement) unless the undersigned shall have caused the
transferee to execute and deliver to the Purchaser this Voting Agreement, thus
agreeing to: (i) vote all shares of the capital stock of the Company owned from
time to time by such transferee in favor of the election of the Purchaser
Appointee as shall be designated from time to time by Greenwich II pursuant to
Section 5(c) of the Securities Purchase Agreement, and (ii) be bound by the
terms of this Voting Agreement to the same extent as the undersigned.
3. The undersigned hereby grants to the President of the Company a proxy to
vote all shares of the capital stock of the Company owned of record or
beneficially by the undersigned in favor of the election of the Purchaser
Appointee; and such proxy shall be irrevocable and shall survive the death or
disability of the undersigned (if an individual) and any merger, consolidation,
liquidation, dissolution or similar transaction affecting the undersigned or the
shares of the capital stock of the Company owned of record by the undersigned
(if the undersigned be other than an individual) if the Person who becomes the
record or beneficial holder of the shares is otherwise a THSI Principal. In the
event that, for any reason, the foregoing proxy shall become unenforceable or
shall have expired, then the undersigned shall execute and grant a new proxy on
the same terms as provided herein. The proxy granted hereunder, and the
98
obligations of the undersigned under this Voting Agreement, shall be noted in
the voting records and registrar of the Company.
4. The undersigned acknowledges that the Purchaser is relying upon this
Voting Agreement in connection with the execution, delivery and performance by
the Purchaser of the Securities Purchase Agreement and the purchase by the
Purchaser of the Securities.
5. This Voting Agreement shall terminate upon any termination of the
obligations under the Securities Purchase Agreement of the Company to issue, and
the Purchaser to purchase, the Securities. Unless terminated as aforesaid, this
Voting Agreement shall be effective as of the "Effective Time" of the Merger (as
defined in the Merger Agreement) but subject to the release of this Voting
Agreement pursuant to Section 4(a) of the Escrow Agreement.
6. This Voting Agreement shall be governed by the laws of the State of New
York, except to the extent that the corporate laws of the State of Utah shall be
applicable in connection with the exercise of the proxy granted herein.
7. Capitalized terms used herein which are not expressly defined herein
shall have the meanings given such terms in the Securities Purchase Agreement
* * *
99
In witness whereof, the undersigned have executed and delivered this Voting
Agreement as of November 1, 1999.
THSI Principal:
/s/ Xxx Xxxxx
------------------------------------------
Xxx Xxxxx
Acknowledged and accepted:
Walnut Financial Services, Inc.
(or THCG, Inc.)
By: /s/ Xxxx X. Xxxxxx
--------------------------------
Xxxx X. Xxxxxx
President
Greenwich Street Capital Partners II, L.P.
GSCP Offshore Fund, L.P.
Greenwich Fund, L.P.
Greenwich Street Employees Fund, L.P.
TRV Executive Fund, L.P.
By: Greenwich Street Investments II, L.L.C.,
their general partner
By: /s/ Xxxxx Xxxxx
----------------------------------
Xxxxx Xxxxx
Managing Member
100
VOTING AGREEMENT
Whereas, pursuant to Section 5(c) of the Securities Purchase Agreement
dated as of October 29, 1999 (the "Securities Purchase Agreement") by and among:
(i) Greenwich Street Capital Partners II, L.P. ("Greenwich II"), GSCP Offshore
Fund, L.P., Greenwich Fund, L.P., Greenwich Street Employees Fund, L.P. and TRV
Executive Fund, L.P., (the foregoing being herein together referred to as the
"Purchaser") and (ii) Walnut Financial Services, Inc. (which will change its
name to "THCG, Inc.") (the "Company"), the Purchaser is entitled to nominate one
person (the "Purchaser Appointee") for election to the Board of Directors of the
Company so long as the Purchaser is the beneficial owner of 5.0% or more of the
issued and outstanding shares of Common Stock on a fully-diluted basis (assuming
for such purpose the exercise or conversion of all outstanding options, warrants
and other convertible securities, including the "Securities" (as defined in the
Securities Purchase Agreement)); and
Whereas, the undersigned is a "THSI Principal" as defined in the Securities
Purchase Agreement.
Now therefore, as an inducement to the Purchaser to purchase the
"Securities" under, and as defined in, the Securities Purchase Agreement, the
undersigned does hereby agree as follows:
1. The undersigned shall vote all shares of the capital stock of the
Company owned from time to time by the undersigned in favor of the election of
the Purchaser Appointee as shall be designated from time to time by Greenwich II
pursuant to Section 5(c) of the Securities Purchase Agreement, all to the same
extent as if the undersigned were a party to Section 5(c) of the Securities
Purchase Agreement; and the undersigned shall not take any action (or fail to
take any action) which is inconsistent with, or in contravention of, the
provisions of Section 5(c) of the Securities Purchase Agreement.
2. The undersigned shall not effect any "Exempt Transfer" (as defined in
the Securities Purchase Agreement) unless the undersigned shall have caused the
transferee to execute and deliver to the Purchaser this Voting Agreement, thus
agreeing to: (i) vote all shares of the capital stock of the Company owned from
time to time by such transferee in favor of the election of the Purchaser
Appointee as shall be designated from time to time by Greenwich II pursuant to
Section 5(c) of the Securities Purchase Agreement, and (ii) be bound by the
terms of this Voting Agreement to the same extent as the undersigned.
3. The undersigned hereby grants to the President of the Company a proxy to
vote all shares of the capital stock of the Company owned of record or
beneficially by the undersigned in favor of the election of the Purchaser
Appointee; and such proxy shall be irrevocable and shall survive the death or
disability of the undersigned (if an individual) and any merger, consolidation,
liquidation, dissolution or similar transaction affecting the undersigned or the
shares of the capital stock of the Company owned of record by the undersigned
(if the undersigned be other than an individual) if the Person who becomes the
record or beneficial holder of the shares is otherwise a THSI Principal. In the
event that, for any reason, the foregoing proxy shall become unenforceable or
shall have expired, then the undersigned shall execute and grant a new proxy on
the same terms as provided herein. The proxy granted hereunder, and the
obligations of the undersigned under this Voting Agreement, shall be noted in
the voting records and registrar of the Company.
101
4. The undersigned acknowledges that the Purchaser is relying upon this
Voting Agreement in connection with the execution, delivery and performance by
the Purchaser of the Securities Purchase Agreement and the purchase by the
Purchaser of the Securities.
5. This Voting Agreement shall terminate upon any termination of the
obligations under the Securities Purchase Agreement of the Company to issue, and
the Purchaser to purchase, the Securities. Unless terminated as aforesaid, this
Voting Agreement shall be effective as of the "Effective Time" of the Merger (as
defined in the Merger Agreement) but subject to the release of this Voting
Agreement pursuant to Section 4(a) of the Escrow Agreement.
6. This Voting Agreement shall be governed by the laws of the State of New
York, except to the extent that the corporate laws of the State of Utah shall be
applicable in connection with the exercise of the proxy granted herein.
7. Capitalized terms used herein which are not expressly defined herein
shall have the meanings given such terms in the Securities Purchase Agreement.
* * *
102
In witness whereof, the undersigned have executed and delivered this Voting
Agreement as of November 1, 1999.
THSI Principal:
/s/ Xxxxxx Xxxx
------------------------------------------
Xxxxxx Xxxx
Acknowledged and accepted:
Walnut Financial Services, Inc.
(or THCG, Inc.)
By: /s/ Xxxx X. Xxxxxx
--------------------------------
Xxxx X. Xxxxxx
President
Greenwich Street Capital Partners II, L.P.
GSCP Offshore Fund, L.P.
Greenwich Fund, L.P.
Greenwich Street Employees Fund, L.P.
TRV Executive Fund, L.P.
By: Greenwich Street Investments II, L.L.C.,
their general partner
By: /s/ Xxxxx Xxxxx
----------------------------------
Xxxxx Xxxxx
Managing Member
103
VOTING AGREEMENT
Whereas, pursuant to Section 5(c) of the Securities Purchase Agreement
dated as of October 29, 1999 (the "Securities Purchase Agreement") by and among:
(i) Greenwich Street Capital Partners II, L.P. ("Greenwich II"), GSCP Offshore
Fund, L.P., Greenwich Fund, L.P., Greenwich Street Employees Fund, L.P. and TRV
Executive Fund, L.P., (the foregoing being herein together referred to as the
"Purchaser") and (ii) Walnut Financial Services, Inc. (which will change its
name to "THCG, Inc.") (the "Company"), the Purchaser is entitled to nominate one
person (the "Purchaser Appointee") for election to the Board of Directors of the
Company so long as the Purchaser is the beneficial owner of 5.0% or more of the
issued and outstanding shares of Common Stock on a fully-diluted basis (assuming
for such purpose the exercise or conversion of all outstanding options, warrants
and other convertible securities, including the "Securities" (as defined in the
Securities Purchase Agreement)); and
Whereas, the undersigned is a "THSI Principal" as defined in the Securities
Purchase Agreement.
Now therefore, as an inducement to the Purchaser to purchase the
"Securities" under, and as defined in, the Securities Purchase Agreement, the
undersigned does hereby agree as follows:
1. The undersigned shall vote all shares of the capital stock of the
Company owned from time to time by the undersigned in favor of the election of
the Purchaser Appointee as shall be designated from time to time by Greenwich II
pursuant to Section 5(c) of the Securities Purchase Agreement, all to the same
extent as if the undersigned were a party to Section 5(c) of the Securities
Purchase Agreement; and the undersigned shall not take any action (or fail to
take any action) which is inconsistent with, or in contravention of, the
provisions of Section 5(c) of the Securities Purchase Agreement.
2. The undersigned shall not effect any "Exempt Transfer" (as defined in
the Securities Purchase Agreement) unless the undersigned shall have caused the
transferee to execute and deliver to the Purchaser this Voting Agreement, thus
agreeing to: (i) vote all shares of the capital stock of the Company owned from
time to time by such transferee in favor of the election of the Purchaser
Appointee as shall be designated from time to time by Greenwich II pursuant to
Section 5(c) of the Securities Purchase Agreement, and (ii) be bound by the
terms of this Voting Agreement to the same extent as the undersigned.
3. The undersigned hereby grants to the President of the Company a proxy to
vote all shares of the capital stock of the Company owned of record or
beneficially by the undersigned in favor of the election of the Purchaser
Appointee; and such proxy shall be irrevocable and shall survive the death or
disability of the undersigned (if an individual) and any merger, consolidation,
liquidation, dissolution or similar transaction affecting the undersigned or the
shares of the capital stock of the Company owned of record by the undersigned
(if the undersigned be other than an individual) if the Person who becomes the
record or beneficial holder of the shares is otherwise a THSI Principal. In the
event that, for any reason, the foregoing proxy shall become unenforceable or
shall have expired, then the undersigned shall execute and grant a new proxy on
the same terms as provided herein. The proxy granted hereunder, and the
obligations of the undersigned under this Voting Agreement, shall be noted in
the voting records and registrar of the Company.
104
4. The undersigned acknowledges that the Purchaser is relying upon this
Voting Agreement in connection with the execution, delivery and performance by
the Purchaser of the Securities Purchase Agreement and the purchase by the
Purchaser of the Securities.
5. This Voting Agreement shall terminate upon any termination of the
obligations under the Securities Purchase Agreement of the Company to issue, and
the Purchaser to purchase, the Securities. Unless terminated as aforesaid, this
Voting Agreement shall be effective as of the "Effective Time" of the Merger (as
defined in the Merger Agreement) but subject to the release of this Voting
Agreement pursuant to Section 4(a) of the Escrow Agreement.
6. This Voting Agreement shall be governed by the laws of the State of New
York, except to the extent that the corporate laws of the State of Utah shall be
applicable in connection with the exercise of the proxy granted herein.
7. Capitalized terms used herein which are not expressly defined herein
shall have the meanings given such terms in the Securities Purchase Agreement.
* * *
105
In witness whereof, the undersigned have executed and delivered this Voting
Agreement as of the November 1, 1999.
THSI Principal:
/s/ Xxxx Xxxxx
------------------------------------------
Xxxx Xxxxx
Acknowledged and accepted:
Walnut Financial Services, Inc.
(or THCG, Inc.)
By: /s/ Xxxx X. Xxxxxx
--------------------------------
Xxxx X. Xxxxxx
President
Greenwich Street Capital Partners II, L.P.
GSCP Offshore Fund, L.P.
Greenwich Fund, L.P.
Greenwich Street Employees Fund, L.P.
TRV Executive Fund, L.P.
By: Greenwich Street Investments II, L.L.C.,
their general partner
By: /s/ Xxxxx Xxxxx
----------------------------------
Xxxxx Xxxxx
Managing Member
106
VOTING AGREEMENT
Whereas, pursuant to Section 5(c) of the Securities Purchase Agreement
dated as of October 29, 1999 (the "Securities Purchase Agreement") by and among:
(i) Greenwich Street Capital Partners II, L.P. ("Greenwich II"), GSCP Offshore
Fund, L.P., Greenwich Fund, L.P., Greenwich Street Employees Fund, L.P. and TRV
Executive Fund, L.P., (the foregoing being herein together referred to as the
"Purchaser") and (ii) Walnut Financial Services, Inc. (which will change its
name to "THCG, Inc.") (the "Company"), the Purchaser is entitled to nominate one
person (the "Purchaser Appointee") for election to the Board of Directors of the
Company so long as the Purchaser is the beneficial owner of 5.0% or more of the
issued and outstanding shares of Common Stock on a fully-diluted basis (assuming
for such purpose the exercise or conversion of all outstanding options, warrants
and other convertible securities, including the "Securities" (as defined in the
Securities Purchase Agreement)); and
Whereas, the undersigned is a "THSI Principal" as defined in the Securities
Purchase Agreement.
Now therefore, as an inducement to the Purchaser to purchase the
"Securities" under, and as defined in, the Securities Purchase Agreement, the
undersigned does hereby agree as follows:
1. The undersigned shall vote all shares of the capital stock of the
Company owned from time to time by the undersigned in favor of the election of
the Purchaser Appointee as shall be designated from time to time by Greenwich II
pursuant to Section 5(c) of the Securities Purchase Agreement, all to the same
extent as if the undersigned were a party to Section 5(c) of the Securities
Purchase Agreement; and the undersigned shall not take any action (or fail to
take any action) which is inconsistent with, or in contravention of, the
provisions of Section 5(c) of the Securities Purchase Agreement.
2. The undersigned shall not effect any "Exempt Transfer" (as defined in
the Securities Purchase Agreement) unless the undersigned shall have caused the
transferee to execute and deliver to the Purchaser this Voting Agreement, thus
agreeing to: (i) vote all shares of the capital stock of the Company owned from
time to time by such transferee in favor of the election of the Purchaser
Appointee as shall be designated from time to time by Greenwich II pursuant to
Section 5(c) of the Securities Purchase Agreement, and (ii) be bound by the
terms of this Voting Agreement to the same extent as the undersigned.
3. The undersigned hereby grants to the President of the Company a proxy to
vote all shares of the capital stock of the Company owned of record or
beneficially by the undersigned in favor of the election of the Purchaser
Appointee; and such proxy shall be irrevocable and shall survive the death or
disability of the undersigned (if an individual) and any merger, consolidation,
liquidation, dissolution or similar transaction affecting the undersigned or the
shares of the capital stock of the Company owned of record by the undersigned
(if the undersigned be other than an individual) if the Person who becomes the
record or beneficial holder of the shares is otherwise a THSI Principal. In the
event that, for any reason, the foregoing proxy shall become unenforceable or
shall have expired, then the undersigned shall execute and grant a new proxy on
the same terms as provided herein. The proxy granted hereunder, and the
obligations of the undersigned under this Voting Agreement, shall be noted in
the voting records and registrar of the Company.
107
4. The undersigned acknowledges that the Purchaser is relying upon this
Voting Agreement in connection with the execution, delivery and performance by
the Purchaser of the Securities Purchase Agreement and the purchase by the
Purchaser of the Securities.
5. This Voting Agreement shall terminate upon any termination of the
obligations under the Securities Purchase Agreement of the Company to issue, and
the Purchaser to purchase, the Securities. Unless terminated as aforesaid, this
Voting Agreement shall be effective as of the "Effective Time" of the Merger (as
defined in the Merger Agreement) but subject to the release of this Voting
Agreement pursuant to Section 4(a) of the Escrow Agreement.
6. This Voting Agreement shall be governed by the laws of the State of New
York, except to the extent that the corporate laws of the State of Utah shall be
applicable in connection with the exercise of the proxy granted herein.
7. Capitalized terms used herein which are not expressly defined herein
shall have the meanings given such terms in the Securities Purchase Agreement.
* * *
108
In witness whereof, the undersigned have executed and delivered this Voting
Agreement as of the November 1, 1999.
THSI Principal:
Raviv GRAT Trust
By: /s/ Xxxxx Xxxxxx
---------------------------------------
Xxxxx Xxxxxx
Trustee
Acknowledged and accepted:
Walnut Financial Services, Inc.
(or THCG, Inc.)
By: /s/ Xxxx X. Xxxxxx
--------------------------------
Xxxx X. Xxxxxx
President
Greenwich Street Capital Partners II, L.P.
GSCP Offshore Fund, L.P.
Greenwich Fund, L.P.
Greenwich Street Employees Fund, L.P.
TRV Executive Fund, L.P.
By: Greenwich Street Investments II, L.L.C.,
their general partner
By: /s/ Xxxxx Xxxxx
----------------------------------
Xxxxx Xxxxx
Managing Member
109
VOTING AGREEMENT
Whereas, pursuant to Section 5(c) of the Securities Purchase Agreement
dated as of October 29, 1999 (the "Securities Purchase Agreement") by and among:
(i) Greenwich Street Capital Partners II, L.P. ("Greenwich II"), GSCP Offshore
Fund, L.P., Greenwich Fund, L.P., Greenwich Street Employees Fund, L.P. and TRV
Executive Fund, L.P., (the foregoing being herein together referred to as the
"Purchaser") and (ii) Walnut Financial Services, Inc. (which will change its
name to "THCG, Inc.") (the "Company"), the Purchaser is entitled to nominate one
person (the "Purchaser Appointee") for election to the Board of Directors of the
Company so long as the Purchaser is the beneficial owner of 5.0% or more of the
issued and outstanding shares of Common Stock on a fully-diluted basis (assuming
for such purpose the exercise or conversion of all outstanding options, warrants
and other convertible securities, including the "Securities" (as defined in the
Securities Purchase Agreement)); and
Whereas, the undersigned is a "THSI Principal" as defined in the Securities
Purchase Agreement.
Now therefore, as an inducement to the Purchaser to purchase the
"Securities" under, and as defined in, the Securities Purchase Agreement, the
undersigned does hereby agree as follows:
1. The undersigned shall vote all shares of the capital stock of the
Company owned from time to time by the undersigned in favor of the election of
the Purchaser Appointee as shall be designated from time to time by Greenwich II
pursuant to Section 5(c) of the Securities Purchase Agreement, all to the same
extent as if the undersigned were a party to Section 5(c) of the Securities
Purchase Agreement; and the undersigned shall not take any action (or fail to
take any action) which is inconsistent with, or in contravention of, the
provisions of Section 5(c) of the Securities Purchase Agreement.
2. The undersigned shall not effect any "Exempt Transfer" (as defined in
the Securities Purchase Agreement) unless the undersigned shall have caused the
transferee to execute and deliver to the Purchaser this Voting Agreement, thus
agreeing to: (i) vote all shares of the capital stock of the Company owned from
time to time by such transferee in favor of the election of the Purchaser
Appointee as shall be designated from time to time by Greenwich II pursuant to
Section 5(c) of the Securities Purchase Agreement, and (ii) be bound by the
terms of this Voting Agreement to the same extent as the undersigned.
3. The undersigned hereby grants to the President of the Company a proxy to
vote all shares of the capital stock of the Company owned of record or
beneficially by the undersigned in favor of the election of the Purchaser
Appointee; and such proxy shall be irrevocable and shall survive the death or
disability of the undersigned (if an individual) and any merger, consolidation,
liquidation, dissolution or similar transaction affecting the undersigned or the
shares of the capital stock of the Company owned of record by the undersigned
(if the undersigned be other than an individual) if the Person who becomes the
record or beneficial holder of the shares is otherwise a THSI Principal. In the
event that, for any reason, the foregoing proxy shall become unenforceable or
shall have expired, then the undersigned shall execute and grant a new proxy on
the same terms as provided herein. The proxy granted hereunder, and the
obligations of the undersigned under this Voting Agreement, shall be noted in
the voting records and registrar of the Company.
110
4. The undersigned acknowledges that the Purchaser is relying upon this
Voting Agreement in connection with the execution, delivery and performance by
the Purchaser of the Securities Purchase Agreement and the purchase by the
Purchaser of the Securities.
5. This Voting Agreement shall terminate upon any termination of the
obligations under the Securities Purchase Agreement of the Company to issue, and
the Purchaser to purchase, the Securities. Unless terminated as aforesaid, this
Voting Agreement shall be effective as of the "Effective Time" of the Merger (as
defined in the Merger Agreement) but subject to the release of this Voting
Agreement pursuant to Section 4(a) of the Escrow Agreement.
6. This Voting Agreement shall be governed by the laws of the State of New
York, except to the extent that the corporate laws of the State of Utah shall be
applicable in connection with the exercise of the proxy granted herein.
7. Capitalized terms used herein which are not expressly defined herein
shall have the meanings given such terms in the Securities Purchase Agreement.
* * *
111
In witness whereof, the undersigned have executed and delivered this Voting
Agreement as of November 1, 1999.
THSI Principal:
Xxxxxx X. Xxxx 1999 Trust
By: /s/ Xxxxx Xxxxxxxxx Xxxx
---------------------------------------
Xxxxx Xxxxxxxxx Xxxx
Trustee
Acknowledged and accepted:
Walnut Financial Services, Inc.
(or THCG, Inc.)
By: /s/ Xxxx X. Xxxxxx
--------------------------------
Xxxx X. Xxxxxx
President
Greenwich Street Capital Partners II, L.P.
GSCP Offshore Fund, L.P.
Greenwich Fund, L.P.
Greenwich Street Employees Fund, L.P.
TRV Executive Fund, L.P.
By: Greenwich Street Investments II, L.L.C.,
their general partner
By: /s/ Xxxxx Xxxxx
----------------------------------
Xxxxx Xxxxx
Managing Member
112
VOTING AGREEMENT
Whereas, pursuant to Section 5(c) of the Securities Purchase Agreement
dated as of October 29, 1999 (the "Securities Purchase Agreement") by and among:
(i) Greenwich Street Capital Partners II, L.P. ("Greenwich II"), GSCP Offshore
Fund, L.P., Greenwich Fund, L.P., Greenwich Street Employees Fund, L.P. and TRV
Executive Fund, L.P., (the foregoing being herein together referred to as the
"Purchaser") and (ii) Walnut Financial Services, Inc. (which will change its
name to "THCG, Inc.") (the "Company"), the Purchaser is entitled to nominate one
person (the "Purchaser Appointee") for election to the Board of Directors of the
Company so long as the Purchaser is the beneficial owner of 5.0% or more of the
issued and outstanding shares of Common Stock on a fully-diluted basis (assuming
for such purpose the exercise or conversion of all outstanding options, warrants
and other convertible securities, including the "Securities" (as defined in the
Securities Purchase Agreement)); and
Whereas, the undersigned is a "THSI Principal" as defined in the Securities
Purchase Agreement.
Now therefore, as an inducement to the Purchaser to purchase the
"Securities" under, and as defined in, the Securities Purchase Agreement, the
undersigned does hereby agree as follows:
1. The undersigned shall vote all shares of the capital stock of the
Company owned from time to time by the undersigned in favor of the election of
the Purchaser Appointee as shall be designated from time to time by Greenwich II
pursuant to Section 5(c) of the Securities Purchase Agreement, all to the same
extent as if the undersigned were a party to Section 5(c) of the Securities
Purchase Agreement; and the undersigned shall not take any action (or fail to
take any action) which is inconsistent with, or in contravention of, the
provisions of Section 5(c) of the Securities Purchase Agreement.
2. The undersigned shall not effect any "Exempt Transfer" (as defined in
the Securities Purchase Agreement) unless the undersigned shall have caused the
transferee to execute and deliver to the Purchaser this Voting Agreement, thus
agreeing to: (i) vote all shares of the capital stock of the Company owned from
time to time by such transferee in favor of the election of the Purchaser
Appointee as shall be designated from time to time by Greenwich II pursuant to
Section 5(c) of the Securities Purchase Agreement, and (ii) be bound by the
terms of this Voting Agreement to the same extent as the undersigned.
3. The undersigned hereby grants to the President of the Company a proxy to
vote all shares of the capital stock of the Company owned of record or
beneficially by the undersigned in favor of the election of the Purchaser
Appointee; and such proxy shall be irrevocable and shall survive the death or
disability of the undersigned (if an individual) and any merger, consolidation,
liquidation, dissolution or similar transaction affecting the undersigned or the
shares of the capital stock of the Company owned of record by the undersigned
(if the undersigned be other than an individual) if the Person who becomes the
record or beneficial holder of the shares is otherwise a THSI Principal. In the
event that, for any reason, the foregoing proxy shall become unenforceable or
shall have expired, then the undersigned shall execute and grant a new proxy on
the same terms as provided herein. The proxy granted hereunder, and the
obligations of the undersigned under this Voting Agreement, shall be noted in
the voting records and registrar of the Company.
113
4. The undersigned acknowledges that the Purchaser is relying upon this
Voting Agreement in connection with the execution, delivery and performance by
the Purchaser of the Securities Purchase Agreement and the purchase by the
Purchaser of the Securities.
5. This Voting Agreement shall terminate upon any termination of the
obligations under the Securities Purchase Agreement of the Company to issue, and
the Purchaser to purchase, the Securities. Unless terminated as aforesaid, this
Voting Agreement shall be effective as of the "Effective Time" of the Merger (as
defined in the Merger Agreement) but subject to the release of this Voting
Agreement pursuant to Section 4(a) of the Escrow Agreement.
6. This Voting Agreement shall be governed by the laws of the State of New
York, except to the extent that the corporate laws of the State of Utah shall be
applicable in connection with the exercise of the proxy granted herein.
7. Capitalized terms used herein which are not expressly defined herein
shall have the meanings given such terms in the Securities Purchase Agreement.
* * *
114
In witness whereof, the undersigned have executed and delivered this Voting
Agreement as of the November 1,1999.
THSI Principal:
Xxxxxx X. Xxxx 1999 Trust
By: /s/ Xxxxx Xxxxxxxxx Xxxx
---------------------------------------
Xxxxx Xxxxxxxxx Xxxx
Trustee
Acknowledged and accepted:
Walnut Financial Services, Inc.
(or THCG, Inc.)
By: /s/ Xxxx X. Xxxxxx
--------------------------------
Xxxx X. Xxxxxx
President
Greenwich Street Capital Partners II, L.P.
GSCP Offshore Fund, L.P.
Greenwich Fund, L.P.
Greenwich Street Employees Fund, L.P.
TRV Executive Fund, L.P.
By: Greenwich Street Investments II, L.L.C.,
their general partner
By: /s/ Xxxxx Xxxxx
----------------------------------
Xxxxx Xxxxx
Managing Member
115
VOTING AGREEMENT
Whereas, pursuant to Section 5(c) of the Securities Purchase Agreement
dated as of October 29, 1999 (the "Securities Purchase Agreement") by and among:
(i) Greenwich Street Capital Partners II, L.P. ("Greenwich II"), GSCP Offshore
Fund, L.P., Greenwich Fund, L.P., Greenwich Street Employees Fund, L.P. and TRV
Executive Fund, L.P., (the foregoing being herein together referred to as the
"Purchaser") and (ii) Walnut Financial Services, Inc. (which will change its
name to "THCG, Inc.") (the "Company"), the Purchaser is entitled to nominate one
person (the "Purchaser Appointee") for election to the Board of Directors of the
Company so long as the Purchaser is the beneficial owner of 5.0% or more of the
issued and outstanding shares of Common Stock on a fully-diluted basis (assuming
for such purpose the exercise or conversion of all outstanding options, warrants
and other convertible securities, including the "Securities" (as defined in the
Securities Purchase Agreement)); and
Whereas, the undersigned is a "THSI Principal" as defined in the Securities
Purchase Agreement.
Now therefore, as an inducement to the Purchaser to purchase the
"Securities" under, and as defined in, the Securities Purchase Agreement, the
undersigned does hereby agree as follows:
1. The undersigned shall vote all shares of the capital stock of the
Company owned from time to time by the undersigned in favor of the election of
the Purchaser Appointee as shall be designated from time to time by Greenwich II
pursuant to Section 5(c) of the Securities Purchase Agreement, all to the same
extent as if the undersigned were a party to Section 5(c) of the Securities
Purchase Agreement; and the undersigned shall not take any action (or fail to
take any action) which is inconsistent with, or in contravention of, the
provisions of Section 5(c) of the Securities Purchase Agreement.
2. The undersigned shall not effect any "Exempt Transfer" (as defined in
the Securities Purchase Agreement) unless the undersigned shall have caused the
transferee to execute and deliver to the Purchaser this Voting Agreement, thus
agreeing to: (i) vote all shares of the capital stock of the Company owned from
time to time by such transferee in favor of the election of the Purchaser
Appointee as shall be designated from time to time by Greenwich II pursuant to
Section 5(c) of the Securities Purchase Agreement, and (ii) be bound by the
terms of this Voting Agreement to the same extent as the undersigned.
3. The undersigned hereby grants to the President of the Company a proxy to
vote all shares of the capital stock of the Company owned of record or
beneficially by the undersigned in favor of the election of the Purchaser
Appointee; and such proxy shall be irrevocable and shall survive the death or
disability of the undersigned (if an individual) and any merger, consolidation,
liquidation, dissolution or similar transaction affecting the undersigned or the
shares of the capital stock of the Company owned of record by the undersigned
(if the undersigned be other than an individual) if the Person who becomes the
record or beneficial holder of the shares is otherwise a THSI Principal. In the
event that, for any reason, the foregoing proxy shall become unenforceable or
shall have expired, then the undersigned shall execute and grant a new proxy on
the same terms as provided herein. The proxy granted hereunder, and the
obligations of the undersigned under this Voting Agreement, shall be noted in
the voting records and registrar of the Company.
116
4. The undersigned acknowledges that the Purchaser is relying upon this
Voting Agreement in connection with the execution, delivery and performance by
the Purchaser of the Securities Purchase Agreement and the purchase by the
Purchaser of the Securities.
5. This Voting Agreement shall terminate upon any termination of the
obligations under the Securities Purchase Agreement of the Company to issue, and
the Purchaser to purchase, the Securities. Unless terminated as aforesaid, this
Voting Agreement shall be effective as of the "Effective Time" of the Merger (as
defined in the Merger Agreement) but subject to the release of this Voting
Agreement pursuant to Section 4(a) of the Escrow Agreement.
6. This Voting Agreement shall be governed by the laws of the State of New
York, except to the extent that the corporate laws of the State of Utah shall be
applicable in connection with the exercise of the proxy granted herein.
7. Capitalized terms used herein which are not expressly defined herein
shall have the meanings given such terms in the Securities Purchase Agreement.
* * *
117
In witness whereof, the undersigned have executed and delivered this Voting
Agreement as of the November 1, 1999.
THSI Principal:
Xxxxxx X. Xxxx 1999 Trust
By: /s/ Xxxxx Xxxxxxxxx Xxxx
---------------------------------------
Xxxxx Xxxxxxxxx Xxxx
Acknowledged and accepted:
Walnut Financial Services, Inc.
(or THCG, Inc.)
By: /s/ Xxxx X. Xxxxxx
--------------------------------
Xxxx X. Xxxxxx
President
Greenwich Street Capital Partners II, L.P.
GSCP Offshore Fund, L.P.
Greenwich Fund, L.P.
Greenwich Street Employees Fund, L.P.
TRV Executive Fund, L.P.
By: Greenwich Street Investments II, L.L.C.,
their general partner
By: /s/ Xxxxx Xxxxx
----------------------------------
Xxxxx Xxxxx
Managing Member
118
