EXHIBIT IV TO SCHEDULE 13D
TAG-ALONG AGREEMENT
Whereas, pursuant to Section 5(e) 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 participate
in any proposed "Transfer" by any "Section 5 Transferor" (as such terms are
defined in the Securities Purchase Agreement); and
Whereas, the undersigned would be a "Section 5 Transferor" 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 be bound by, and shall comply with, all of the
provisions of Section 5(e) of the Securities Purchase Agreement, and all other
provisions of the Securities Purchase Agreement related thereto, which would
impose obligations upon the undersigned, all to the same extent as if the
undersigned were a party to Section 5(e) 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(e) 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 Tag-Along Agreement,
thus agreeing to be bound by the terms of this Tag-Along Agreement to the same
extent as the undersigned.
3. The restrictions imposed upon the undersigned, and with respect to any
proposed Transfer of shares of the capital stock of the Company which is subject
to the provisions of Section 5(e) of the Securities Purchase Agreement and this
Tag-Along Agreement, and the obligations of the undersigned under this Tag-Along
Agreement, shall be noted on the stock certificates of the undersigned and in
the stock transfer and voting records and registrar of the Company. No Transfer
of shares of the capital stock of the Company which is subject to the provisions
of Section 5(e) of the Securities Purchase Agreement and this Tag-Along
Agreement shall be effected by the Company unless there has been compliance with
provisions of Section 5(e) of the Securities Purchase Agreement and this
Tag-Along Agreement.
4. The undersigned acknowledges that the Purchaser is relying upon this
Tag-Along 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 Tag-Along Agreement shall terminate upon any termination of the
obligations under the Securities Purchase Agreement of the Company to issue, and
the Purchaser
119
to purchase, the Securities. Unless terminated as aforesaid, this Tag-Along
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 Tag-Along
Agreement pursuant to Section 4(a) of the "Escrow Agreement".
6. This Tag-Along Agreement shall be governed by the laws of the State of
New York.
7. Capitalized terms used herein which are not expressly defined herein
shall have the meanings given such terms in the Securities Purchase Agreement.
* * *
120
In witness whereof, the undersigned have executed and delivered this
Tag-Along Agreement as of November 1, 1999.
Section 5 Transferor:
By: /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
121
TAG-ALONG AGREEMENT
Whereas, pursuant to Section 5(e) 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 participate
in any proposed "Transfer" by any "Section 5 Transferor" (as such terms are
defined in the Securities Purchase Agreement); and
Whereas, the undersigned would be a "Section 5 Transferor" 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 be bound by, and shall comply with, all of the
provisions of Section 5(e) of the Securities Purchase Agreement, and all other
provisions of the Securities Purchase Agreement related thereto, which would
impose obligations upon the undersigned, all to the same extent as if the
undersigned were a party to Section 5(e) 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(e) 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 Tag-Along Agreement,
thus agreeing to be bound by the terms of this Tag-Along Agreement to the same
extent as the undersigned.
3. The restrictions imposed upon the undersigned, and with respect to any
proposed Transfer of shares of the capital stock of the Company which is subject
to the provisions of Section 5(e) of the Securities Purchase Agreement and this
Tag-Along Agreement, and the obligations of the undersigned under this Tag-Along
Agreement, shall be noted on the stock certificates of the undersigned and in
the stock transfer and voting records and registrar of the Company. No Transfer
of shares of the capital stock of the Company which is subject to the provisions
of Section 5(e) of the Securities Purchase Agreement and this Tag-Along
Agreement shall be effected by the Company unless there has been compliance with
provisions of Section 5(e) of the Securities Purchase Agreement and this
Tag-Along Agreement.
4. The undersigned acknowledges that the Purchaser is relying upon this
Tag-Along 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 Tag-Along 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
Tag-Along Agreement shall be effective as of the "Effective Time" of the Merger
(as defined in the Merger Agreement) but
122
subject to the release of this Tag-Along Agreement pursuant to Section 4(a) of
the "Escrow Agreement".
6. This Tag-Along Agreement shall be governed by the laws of the State of
New York.
7. Capitalized terms used herein which are not expressly defined herein
shall have the meanings given such terms in the Securities Purchase Agreement.
* * *
123
In witness whereof, the undersigned have executed and delivered this
Tag-Along Agreement as of November 1, 1999.
Section 5 Transferor:
By: /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
124
TAG-ALONG AGREEMENT
Whereas, pursuant to Section 5(e) 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 participate
in any proposed "Transfer" by any "Section 5 Transferor" (as such terms are
defined in the Securities Purchase Agreement); and
Whereas, the undersigned would be a "Section 5 Transferor" 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 be bound by, and shall comply with, all of the
provisions of Section 5(e) of the Securities Purchase Agreement, and all other
provisions of the Securities Purchase Agreement related thereto, which would
impose obligations upon the undersigned, all to the same extent as if the
undersigned were a party to Section 5(e) 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(e) 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 Tag-Along Agreement,
thus agreeing to be bound by the terms of this Tag-Along Agreement to the same
extent as the undersigned.
3. The restrictions imposed upon the undersigned, and with respect to any
proposed Transfer of shares of the capital stock of the Company which is subject
to the provisions of Section 5(e) of the Securities Purchase Agreement and this
Tag-Along Agreement, and the obligations of the undersigned under this Tag-Along
Agreement, shall be noted on the stock certificates of the undersigned and in
the stock transfer and voting records and registrar of the Company. No Transfer
of shares of the capital stock of the Company which is subject to the provisions
of Section 5(e) of the Securities Purchase Agreement and this Tag-Along
Agreement shall be effected by the Company unless there has been compliance with
provisions of Section 5(e) of the Securities Purchase Agreement and this
Tag-Along Agreement.
4. The undersigned acknowledges that the Purchaser is relying upon this
Tag-Along 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 Tag-Along 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
Tag-Along Agreement shall be effective as of the "Effective Time" of the Merger
(as defined in the Merger Agreement) but
125
subject to the release of this Tag-Along Agreement pursuant to Section 4(a) of
the "Escrow Agreement".
6. This Tag-Along Agreement shall be governed by the laws of the State of
New York.
7. Capitalized terms used herein which are not expressly defined herein
shall have the meanings given such terms in the Securities Purchase Agreement.
* * *
126
In witness whereof, the undersigned have executed and delivered this
Tag-Along Agreement as of November 1, 1999.
Section 5 Transferor:
By: /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
127
TAG-ALONG AGREEMENT
Whereas, pursuant to Section 5(e) 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 participate
in any proposed "Transfer" by any "Section 5 Transferor" (as such terms are
defined in the Securities Purchase Agreement); and
Whereas, the undersigned would be a "Section 5 Transferor" 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 be bound by, and shall comply with, all of the
provisions of Section 5(e) of the Securities Purchase Agreement, and all other
provisions of the Securities Purchase Agreement related thereto, which would
impose obligations upon the undersigned, all to the same extent as if the
undersigned were a party to Section 5(e) 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(e) 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 Tag-Along Agreement,
thus agreeing to be bound by the terms of this Tag-Along Agreement to the same
extent as the undersigned.
3. The restrictions imposed upon the undersigned, and with respect to any
proposed Transfer of shares of the capital stock of the Company which is subject
to the provisions of Section 5(e) of the Securities Purchase Agreement and this
Tag-Along Agreement, and the obligations of the undersigned under this Tag-Along
Agreement, shall be noted on the stock certificates of the undersigned and in
the stock transfer and voting records and registrar of the Company. No Transfer
of shares of the capital stock of the Company which is subject to the provisions
of Section 5(e) of the Securities Purchase Agreement and this Tag-Along
Agreement shall be effected by the Company unless there has been compliance with
provisions of Section 5(e) of the Securities Purchase Agreement and this
Tag-Along Agreement.
4. The undersigned acknowledges that the Purchaser is relying upon this
Tag-Along 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 Tag-Along 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
Tag-Along Agreement shall be effective as of the "Effective Time" of the Merger
(as defined in the Merger Agreement) but
128
subject to the release of this Tag-Along Agreement pursuant to Section 4(a) of
the "Escrow Agreement".
6. This Tag-Along Agreement shall be governed by the laws of the State of
New York.
7. Capitalized terms used herein which are not expressly defined herein
shall have the meanings given such terms in the Securities Purchase Agreement.
* * *
129
In witness whereof, the undersigned have executed and delivered this
Tag-Along Agreement as of November 1, 1999.
Section 5 Transferor:
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
130
TAG-ALONG AGREEMENT
Whereas, pursuant to Section 5(e) 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 participate
in any proposed "Transfer" by any "Section 5 Transferor" (as such terms are
defined in the Securities Purchase Agreement); and
Whereas, the undersigned would be a "Section 5 Transferor" 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 be bound by, and shall comply with, all of the
provisions of Section 5(e) of the Securities Purchase Agreement, and all other
provisions of the Securities Purchase Agreement related thereto, which would
impose obligations upon the undersigned, all to the same extent as if the
undersigned were a party to Section 5(e) 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(e) 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 Tag-Along Agreement,
thus agreeing to be bound by the terms of this Tag-Along Agreement to the same
extent as the undersigned.
3. The restrictions imposed upon the undersigned, and with respect to any
proposed Transfer of shares of the capital stock of the Company which is subject
to the provisions of Section 5(e) of the Securities Purchase Agreement and this
Tag-Along Agreement, and the obligations of the undersigned under this Tag-Along
Agreement, shall be noted on the stock certificates of the undersigned and in
the stock transfer and voting records and registrar of the Company. No Transfer
of shares of the capital stock of the Company which is subject to the provisions
of Section 5(e) of the Securities Purchase Agreement and this Tag-Along
Agreement shall be effected by the Company unless there has been compliance with
provisions of Section 5(e) of the Securities Purchase Agreement and this
Tag-Along Agreement.
4. The undersigned acknowledges that the Purchaser is relying upon this
Tag-Along 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 Tag-Along 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
Tag-Along Agreement shall be effective as of the "Effective Time" of the Merger
(as defined in the Merger Agreement) but
131
subject to the release of this Tag-Along Agreement pursuant to Section 4(a) of
the "Escrow Agreement".
6. This Tag-Along Agreement shall be governed by the laws of the State of
New York.
7. Capitalized terms used herein which are not expressly defined herein
shall have the meanings given such terms in the Securities Purchase Agreement.
* * *
132
In witness whereof, the undersigned have executed and delivered this
Tag-Along Agreement as of the November 1, 1999.
Section 5 Transferor:
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
133
TAG-ALONG AGREEMENT
Whereas, pursuant to Section 5(e) 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 participate
in any proposed "Transfer" by any "Section 5 Transferor" (as such terms are
defined in the Securities Purchase Agreement); and
Whereas, the undersigned would be a "Section 5 Transferor" 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 be bound by, and shall comply with, all of the
provisions of Section 5(e) of the Securities Purchase Agreement, and all other
provisions of the Securities Purchase Agreement related thereto, which would
impose obligations upon the undersigned, all to the same extent as if the
undersigned were a party to Section 5(e) 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(e) 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 Tag-Along Agreement,
thus agreeing to be bound by the terms of this Tag-Along Agreement to the same
extent as the undersigned.
3. The restrictions imposed upon the undersigned, and with respect to any
proposed Transfer of shares of the capital stock of the Company which is subject
to the provisions of Section 5(e) of the Securities Purchase Agreement and this
Tag-Along Agreement, and the obligations of the undersigned under this Tag-Along
Agreement, shall be noted on the stock certificates of the undersigned and in
the stock transfer and voting records and registrar of the Company. No Transfer
of shares of the capital stock of the Company which is subject to the provisions
of Section 5(e) of the Securities Purchase Agreement and this Tag-Along
Agreement shall be effected by the Company unless there has been compliance with
provisions of Section 5(e) of the Securities Purchase Agreement and this
Tag-Along Agreement.
4. The undersigned acknowledges that the Purchaser is relying upon this
Tag-Along 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 Tag-Along 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
Tag-Along Agreement shall be effective as of the "Effective Time" of the Merger
(as defined in the Merger Agreement) but
134
subject to the release of this Tag-Along Agreement pursuant to Section 4(a) of
the "Escrow Agreement".
6. This Tag-Along Agreement shall be governed by the laws of the State of
New York.
7. Capitalized terms used herein which are not expressly defined herein
shall have the meanings given such terms in the Securities Purchase Agreement.
* * *
In witness whereof, the undersigned have executed and delivered this
Tag-Along Agreement as of November 1, 1999.
Section 5 Transferor:
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
136
TAG-ALONG AGREEMENT
Whereas, pursuant to Section 5(e) 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 participate
in any proposed "Transfer" by any "Section 5 Transferor" (as such terms are
defined in the Securities Purchase Agreement); and
Whereas, the undersigned would be a "Section 5 Transferor" 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 be bound by, and shall comply with, all of the
provisions of Section 5(e) of the Securities Purchase Agreement, and all other
provisions of the Securities Purchase Agreement related thereto, which would
impose obligations upon the undersigned, all to the same extent as if the
undersigned were a party to Section 5(e) 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(e) 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 Tag-Along Agreement,
thus agreeing to be bound by the terms of this Tag-Along Agreement to the same
extent as the undersigned.
3. The restrictions imposed upon the undersigned, and with respect to any
proposed Transfer of shares of the capital stock of the Company which is subject
to the provisions of Section 5(e) of the Securities Purchase Agreement and this
Tag-Along Agreement, and the obligations of the undersigned under this Tag-Along
Agreement, shall be noted on the stock certificates of the undersigned and in
the stock transfer and voting records and registrar of the Company. No Transfer
of shares of the capital stock of the Company which is subject to the provisions
of Section 5(e) of the Securities Purchase Agreement and this Tag-Along
Agreement shall be effected by the Company unless there has been compliance with
provisions of Section 5(e) of the Securities Purchase Agreement and this
Tag-Along Agreement.
4. The undersigned acknowledges that the Purchaser is relying upon this
Tag-Along 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 Tag-Along 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
Tag-Along Agreement shall be effective as of the "Effective Time" of the Merger
(as defined in the Merger Agreement) but
137
subject to the release of this Tag-Along Agreement pursuant to Section 4(a) of
the "Escrow Agreement".
6. This Tag-Along Agreement shall be governed by the laws of the State of
New York.
7. Capitalized terms used herein which are not expressly defined herein
shall have the meanings given such terms in the Securities Purchase Agreement.
* * *
138
In witness whereof, the undersigned have executed and delivered this
Tag-Along Agreement as of November 1, 1999.
Section 5 Transferor:
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
139
