EXHIBIT 99.3
[AAHOLDINGS, INC. LETTERHEAD]
Xxxxxx Xxxxxxxx
0000 Xxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxx 00000
Dear Xx. Xxxxxxxx:
This letter is to confirm our agreement regarding shares of Brainworks
Ventures, Inc. common stock and shares of AssuranceAmerica Corporation
converting preferred stock, which you will receive in accordance with the
Agreement and Plan of Merger and Reorganization by and among Brainworks,
AAHoldings Acquisitions Sub, Inc., AAHoldings, LLC and AssuranceAmerica.
Upon reasonable notice by you, Brainworks agrees to purchase from you
shares of Brainworks common stock and/or AssuranceAmerica converting preferred
stock, which you desire to sell at any time during your 1-year holding period
pursuant to Rule 144 of the Securities Act of 1933, both at a price equal to the
average closing prices for Brainworks common stock for the 30-day period ending
on the date of your request.
This agreement is given with the understanding that you will execute
and return the documents sent to you relating to the merger and other related
matters, and will be void if you do not do so, by March 31, 2003.
Sincerely,
Xxx Xxxxxxxxx
