EXHIBIT 4.3
THIS CONVERTIBLE NOTE HAS BEEN ACQUIRED FOR
INVESTMENT AND HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR
REGISTERED OR OTHERWISE QUALIFIED FOR SALE UNDER THE
SECURITIES LAWS OF ANY STATE. THIS CONVERTIBLE NOTE
MAY NOT BE TRANSFERRED OR SOLD OR OFFERED FOR SALE
OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED IN
THE ABSENCE OF SUCH REGISTRATION OR QUALIFICATION OR
AN EXEMPTION THEREFROM UNDER SUCH ACT AND SUCH LAWS
OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER
HAS BEEN DELIVERED TO THE ISSUER TO THE EFFECT THAT
SUCH REGISTRATION IS NOT REQUIRED.
5% CONVERTIBLE NOTE DUE APRIL 30, 2002
Camden, Georgia
$3,500,000 December 31, 2001
INTREPID CAPITAL CORPORATION, a Delaware corporation whose principal
place of business is located at 0000 Xxxxx Xxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxxxxx
Xxxxx, Xxxxxxx 00000 (the "Company"), promises to pay to the order of AJG
FINANCIAL SERVICES, INC., a Delaware corporation whose principal place of
business is located at The Xxxxxxxxx Centre, Two Xxxxxx Place, Itasca, Illinois
60143-3141, or its successors and assigns (the "Holder"), the aggregate
principal sum of Three Million Five Hundred Thousand Dollars ($3,500,000) (the
"Principal Amount"), in lawful money of the United States of America, together
with interest thereon from the date hereof on the unpaid Principal Amount, on
the terms and conditions hereinafter specified.
1. IDENTIFICATION OF CONVERTIBLE NOTE. This Convertible Note is
the "Convertible Note" defined in that certain Convertible Note Agreement dated
as of December 31, 2001, between the Company and the Holder (the "Purchase
Agreement"), and the Holder is entitled to all of the benefits that arise under
the Purchase Agreement from being the "Investor" and the holder of the
"Convertible Note" thereunder. Capitalized terms used but not defined herein
shall have the meaning ascribed thereto in the Purchase Agreement.
2. PAYMENT OF PRINCIPAL AND INTEREST.
(a) The Principal Amount shall be payable, unless
converted pursuant to Section 3 below, on April 30, 2002 ("Principal
Repayment Date", also herein referred to
as the "Maturity Date"). At the Maturity Date, or upon any acceleration
of the Principal Amount pursuant to Section 5 below, the unpaid
Principal Amount of this Convertible Note and all other sums payable
hereunder shall be due and payable in full, notwithstanding any other
provision hereof.
(b) From and after the date hereof, interest on the
unpaid balance of the Principal Amount shall accrue and be due and
payable at the per annum rate of five percent (5%). Interest on the
outstanding unpaid Principal Amount shall be payable upon the earlier
of the Maturity Date and the Conversion Date (as defined in Section
3(a) below) and upon any acceleration of the Principal Amount pursuant
to Section 5 below. Interest shall be calculated on the basis of a
365-day year and the actual number of days elapsed. In the event that
all or any portion of the Principal Amount is not paid on the Maturity
Date or the Conversion Date or upon acceleration (regardless of the
reason therefor), the portion of the Principal Amount not paid when due
shall bear interest until paid at the Default Rate (as defined in
Section 5 below).
(c) The Principal Xxxxxx and all other sums due hereunder
shall be payable, without set-off or deduction, at the offices of the
Holder set forth above or at such other place as the Holder from time
to time may designate to the Company in writing, by certified or
cashier's check or by wire transfer to such account as the Holder may
have previously designated to the Company in writing.
(d) The Company shall not have the right to prepay any
portion of the Principal Amount.
3. CONVERSION OF CONVERTIBLE NOTE.
(a) CONVERSION INTO COMPANY'S CONVERTIBLE CLASS A
PREFERRED STOCK. Provided that on or before April 1, 2002, the
Certificate of Incorporation of the Company is amended pursuant to the
Purchase Agreement and the Investment Agreement to provide for the
Convertible Class A Preferred Stock (the date on which such amendment
is effective is referred to herein as the "Effective Date"), the
Company shall give notice thereof to the Holder within five (5) days
after the Effective Date, and shall specify in such notice a conversion
date (the "Conversion Date") not less than fifteen (15) nor more than
twenty (20) days after the Effective Date, and provided that on the
Conversion Date the Company is not in default of any of its obligations
under this Convertible Note or the Purchase Agreement or the Investment
Agreement and no Event of Default (as defined in Section 5 below), or
any event which with notice or the passage of time would be an Event of
Default, has occurred and is continuing, the entire Principal Amount of
this Convertible Note shall be converted into the number of duly
authorized, validly issued, fully-paid and nonassessable shares of the
Company's Convertible Class A Preferred Stock equal to the quotient of
the Principal Amount, divided by the per share liquidation preference
of the Convertible Class A Preferred Stock. Subject to the foregoing,
on the Conversion Date, the Holder shall surrender the Convertible Note
to the Company at the address in Jacksonville Beach, Florida,
designated in the notice from the Company.
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(b) ISSUANCE OF SHARES OF CONVERTIBLE CLASS A PREFERRED
STOCK UPON CONVERSION.
(i) As promptly as practicable after the
surrender, as herein provided, of the Convertible Note for
conversion, the Company shall deliver or cause to be delivered
to the Holder a certificate or certificates representing the
appropriate number of duly authorized, validly issued,
fully-paid and non-assessable shares of the Company's
Convertible Class A Preferred Stock. On the Conversion Date,
this Convertible Note shall be cancelled by the Company and
the rights of the Holder as to this Convertible Note shall
cease at such time and the person or persons entitled to
receive the shares of Convertible Class A Preferred Stock upon
conversion of such Convertible Note or Convertible Notes shall
be treated for all purposes as having become the record holder
or holders of such shares of Convertible Class A Preferred
Stock on the Conversion Date.
(ii) Each Convertible Class A Preferred Stock
certificate issued upon conversion of this Convertible Note,
shall be stamped or otherwise imprinted with a legend
substantially in the following form:
"THIS SECURITY HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"), OR REGISTERED OR
OTHERWISE QUALIFIED FOR SALE UNDER ANY
APPLICABLE STATE SECURITIES LAWS AND MAY
NOT BE TRANSFERRED OR SOLD OR OFFERED FOR
SALE OR OTHERWISE TRANSFERRED, PLEDGED,
HYPOTHECATED OR DISPOSED OF UNLESS IT HAS
BEEN REGISTERED UNDER THE ACT AND
REGISTERED OR OTHERWISE QUALIFIED FOR SALE
UNDER SUCH STATE SECURITIES LAWS OR AN
EXCEPTION FROM REGISTRATION THEREUNDER IS
AVAILABLE."
(c) FRACTIONAL INTERESTS. No fractional shares of
Convertible Class A Preferred Stock shall be delivered upon conversion
of Convertible Notes. If more than one Convertible Note shall be
surrendered for exchange at one time by the same Holder, the number of
full shares which shall be delivered upon such exchange shall be
computed on the basis of the aggregate Principal Amounts of the
Convertible Notes so surrendered. In lieu of any fractional shares
which otherwise would be deliverable upon exchange of any Convertible
Note, the number of shares issuable upon such conversion will be
rounded down to the next lower whole share, and the Holder shall be
paid an amount in cash equal to the per share liquidation preference of
the Convertible Class A Preferred Stock times the fraction of a share
of Convertible Class A Preferred Stock the Holder would otherwise be
entitled to.
(d) TAXES, ETC. The Company shall pay all documentary
stamp or other transactional taxes attributable to the issuance or
delivery of Convertible Class A
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Preferred Stock upon conversion of the Convertible Note; provided,
however, that the Company shall not be required to pay any taxes which
may be payable in respect to any transfer involved in the issuance or
delivery of any certificate for Convertible Class A Preferred Stock in
a name other than that of the Holder of the Convertible Note in respect
of which such Convertible Class A Preferred Stock is issued.
(e) RESERVATION OF STOCK. From and after the Effective
Date, the Company shall at all times reserve and keep available, out of
its authorized and unissued stock, solely for the purpose of effecting
the conversion of the Convertible Note, such number of shares of
Convertible Class A Preferred Stock as shall from time to time be
sufficient to effect the conversion of the Convertible Note.
4. COVENANTS. Until satisfaction in full of all obligations of
the Company under this Convertible Note, the Company shall at all times comply
with all of the covenants of the Company set forth herein and in the Purchase
Agreement and the Investment Agreement, which are hereby incorporated by
reference herein as if each such covenant was set forth in full in this
Convertible Note, together with any necessary defined terms from the Purchase
Agreement and the Investment Agreement.
5. EVENTS OF DEFAULT. The following events are hereby defined for
all purposes of this Convertible Note as Events of Default:
(a) Failure of the Company to pay any principal or
interest hereunder when and as the same shall become due and payable if
such failure is not cured within ten (10) days.
(b) The breach by the Company of any of the other
covenants set forth in this Convertible Note or in the Purchase
Agreement or in the Investment Agreement if such breach is not cured
within 30 days after written notice thereof is given by the Holder.
(c) The institution by the Company of proceedings to be
adjudicated a bankrupt or insolvent, or the consent by it to the
institution of bankruptcy or insolvency proceedings against it, or the
filing by it of a petition or answer or consent seeking relief under
Title 11 of the United States Code, as now constituted or hereafter in
effect, or any other applicable Federal or State bankruptcy, insolvency
or other similar law, or the consent by it to the institution of
proceedings thereunder or the filing of any such petition or to the
appointment of a receiver, liquidator, assignee, trustee, custodian,
sequestrator (or other similar official) of the Company or of any
substantial part of its property, or the making by the Company of an
assignment for the benefit of creditors, or the admission by the
Company in writing of its inability to pay its debts generally as they
become due;
(d) The entry of a decree or order by a court having
jurisdiction for relief in respect of the Company, or adjudging the
Company a bankrupt or insolvent, or approving as properly filed a
petition seeking reorganization, arrangement, adjustment or composition
of or in respect of the Company under Title 11 of the United States
Code, as now constituted or hereafter in effect, or any other
applicable Federal or state bankruptcy,
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insolvency or other similar law, or appointing a receiver, liquidator,
assignee, trustee (or other similar official) of the Company or of any
substantial part of its property, or ordering the winding-up or
liquidation of its affairs, and the continuance of any such decree or
order unstayed and in effect for a period of 60 consecutive days; or
(e) A default shall occur under any other agreement,
document or instrument to which the Company is a party and such default
is not cured within any applicable grace period or waived in writing,
and such default (i) involves the failure to make any payment when due
in respect of any indebtedness (other than the Principal Amount and
interest thereon) of the Company in excess of One Hundred Thousand
Dollars ($100,000) in the aggregate, or (ii) causes such indebtedness
or a portion thereof in excess of One Hundred Thousand Dollars
($100,000) in the aggregate to become due prior to its stated maturity
or prior to its regularly scheduled dates of payment, or (iii) permits
any holder of such indebtedness or a trustee to cause such indebtedness
or a portion thereof in excess of One Hundred Thousand Dollars
($100,000) in the aggregate to become due prior to its stated maturity
or prior to the regularly scheduled dates of payment and such default
is not cured or waived within 30 days after the occurrence thereof.
(f) Failure of the Company to have amended its
Certificate of Incorporation by April 1, 2002, to provide for the
Convertible Class A Preferred Stock.
If one or more Events of Default shall happen and be continuing, then,
and in each and every such case, the Holder, at its option, by notice in writing
to the Company, may declare the entire Principal Amount and any other sums due
hereunder, if not already due and payable, to be immediately due and payable. If
there shall occur an Event of Default described in Sections 5(c) or 5(d), the
entire unpaid balance of the Principal Amount and all other sums due under this
Convertible Note shall be immediately due and payable without notice to the
Company. If the entire unpaid balance shall, as a result of either of the
preceding two sentences, be immediately due and payable, the unpaid balance of
the Principal Amount shall accrue interest thereafter at the per annum rate of
eight percent (8%) compounded annually (the "Default Rate") and all other sums
due by the Company hereunder shall also be immediately due and payable; and
payment thereof may be enforced and recovered in whole or in part at any time by
one or more of the remedies provided to the Holder in this Convertible Note or
under applicable law. In such case, the Holder may also recover all costs of
suit and other expenses in connection therewith, together with reasonable
attorney's fees for collection, together with the interest on any judgment
obtained by the Holder at the Default Rate, including interest at that rate from
and after the date of any execution, judicial or foreclosure sale until actual
payment is made to the Holder of the full amount due the Holder.
6. PAYMENT ON DEFAULT. In the event that an Event of Default
shall occur, then the Company shall pay to the Holder the whole amount which
then shall have become due on this Convertible Note for principal and interest,
and in addition thereto, such additional amount as shall be sufficient to cover
the costs and expenses of collection.
No delay or omission of the Holder to exercise any rights or powers
accruing upon any default which shall not have been remedied shall impair any
such right or power, or shall be
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construed to be a waiver of any such default or acquiescence therein; and every
power and remedy given by this Convertible Note to the Holder may be exercised
from time to time and as often as may be deemed expedient by the Holder.
7. EXCHANGE OF CONVERTIBLE NOTE. At the option of the Holder,
this Convertible Note may be exchanged for other Convertible Notes in
denominations of $1,000 and any integral multiple thereof and of a like
aggregate principal amount and tenor. Upon surrender of this Convertible Note to
the Company for exchange, the Company shall execute and deliver to the Holder
the Convertible Notes which the Holder is entitled to receive in exchange.
8. IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS, DIRECTORS
AND EMPLOYEES. No recourse shall be had for the payment of the principal or
interest on this Convertible Note or for any claim based thereon or otherwise in
any manner in respect thereof, to or against any subsidiary, incorporator,
stockholder, officer, director or employee, as such, past, present or future, of
the Company or any respective subsidiary, incorporator, stockholder, officer,
director or employees, as such, past, present or future, of any predecessor or
successor corporation, either directly or through the Company or such
predecessor or successor corporation, whether by virtue of any constitutional
provision or statute or rule of law, or by the enforcement of any assessment or
penalty, or in any other manner, all such liability being expressly waived and
released by the acceptance of this Convertible Note and as part of the
consideration for the issue thereof.
9. CONSOLIDATIONS OR MERGERS. In case of any consolidation or
merger of the Company with or into another person, or any sale or transfer of
all or substantially all of the assets of the Company or any compulsory share
exchange pursuant to which share exchange the Convertible Class A Preferred
Stock of the Company is converted into other securities, cash or property, the
Company, or such successor or purchasing corporation, entity or person, as the
case may be, shall, prior to such consolidation, merger, sale, transfer or share
exchange, execute and deliver to the Holder an agreement, in form and substance
satisfactory to the Holder, providing that the Holder shall have the right
thereafter to convert this Convertible Note into the kind and amount of shares
of stock or other securities, cash or other property receivable upon such
consolidation, merger, sale, transfer or share exchange by a holder of the
number of shares of Convertible Class A Preferred Stock of the Company into
which this Convertible Note could have been converted immediately, or the number
of shares of Common Stock of the Company into which the Convertible Class A
Preferred Stock could have been converted, in each case prior to such
consolidation, merger, sale, transfer or share exchange. Such agreement shall
also provide that the provisions of Sections 3 and 9 hereof shall be amended
without further action of the Company or any successor to apply to the shares of
stock or other securities of the successor issued to the stockholders of the
Company in any such consolidation, merger, sale, transfer or share exchange. The
Holder of the Convertible Note shall have the right thereafter to convert this
Convertible Note only into the kind and amount of shares of stock and other
securities and property receivable upon or deemed to be held following such
consolidation, merger, sale, transfer or share exchange by a holder of a number
of shares of the Convertible Class A Preferred Stock of the Company into which
the Convertible Note could have been converted immediately prior to such
consolidation, merger, sale, transfer or share exchange. This provision shall
similarly apply to successive consolidations, mergers, sales, transfers or share
exchanges.
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10. NOTICES. Any notice, demand, or instruction (each referred to
herein as "notice") given in connection with this Agreement shall be in writing
and shall be made by facsimile, or by hand delivery, or by electronic
transmission (that is, "e-mail"), or by overnight delivery service, or by
certified mail, return receipt requested, postage prepaid, addressed to the
recipient at the appropriate address set forth below or to such other address as
may be hereafter specified by written notice given by a party to the other
party. Notice shall be considered given as of the earlier of the date of actual
receipt, or the date of the facsimile transmission without error, or the date of
hand delivery, or the date of delivery to the recipient's computer, or one (1)
business day after delivery to a nationally recognized overnight delivery
service, or three (3) business days after the date of mailing, independent of
the date of actual delivery or whether delivery is ever in fact made, as the
case may be, provided the giver of notice can establish that notice was given as
provided herein. Failure or delay in delivering a copy of any notice to any
person designated to receive a copy shall in no way adversely affect the
effectiveness of such notice.
If to the Company: Intrepid Capital Corporation
0000 Xxxxx Xxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxxxxx Xxxxx, Xxxxxxx 00000
Attn: President and Chief Executive Officer
Facsimile No.: (000) 000-0000
E-mail Address: xxxxxxxx@xxxxxxxx.xxx
with a copy to: Xxxxxx & Xxxxxx LLP
0000 Xxxxxxxxxxxxx Xxxxx
Peachtree Center
000 Xxxxxxxxx Xxxxxx, X.X.
Atlanta, Georgia 30303-1601
Attn: Xxxxxx X. Xxx, Esq.
Facsimile No.: (000) 000-0000
E-mail Address: xxx@xx-xxx.xxx
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If to the Investor: AJG Financial Services, Inc.
The Xxxxxxxxx Center
Two Xxxxxx Place
Itasca, Illinois 60143-3141
Attn: Xxxxx X. Xxxxxx, Esq.
Facsimile No.: (000) 000-0000
E-mail Address: xxxxx_xxxxxx@xxx.xxx
with a copy to: Xxxxx Xxxxxxx Xxxxxxx & Xxxxx
000 Xxxxx XxXxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attn: Xxxxxxx X. Xxxxxxxx, Esq.
Facsimile No.: (000) 000-0000
E-mail Address: xxxxxxx.xxxxxxxx@xxxxxxxxxxxx.xxx
11. MISCELLANEOUS.
(a) The Company hereby waives presentment, demand,
protest, notice of demand, notice of nonpayment or dishonor, notice of
protest and all other notices of any kind in connection with the
delivery, acceptance, performance default or enforcement of the payment
of this Convertible Note. No failure to exercise, and no delay in
exercising any rights hereunder on the part of the Holder hereof shall
operate as a waiver of such rights.
(b) The Holder and the Company may from time to time
enter into written agreements amending or changing any provisions of
this Convertible Note or the Purchase Agreement or the rights of the
Holder or the Company hereunder or thereunder, or may grant written
waivers or consents to a departure from the due performance of the
obligations of the Company hereunder or thereunder.
(c) The Company agrees that its liability under this
Convertible Note shall be unconditional, without regard to the
liability of any other party, and shall not be affected in any manner
by any indulgence, extension of time, renewal, waiver or modification
granted or consented to by the Holder. No course of dealing and no
delay or failure of the Holder in exercising any right, power, remedy
or privilege under this Convertible Note or the Purchase Agreement
shall affect any other or future exercise thereof or operate as a
waiver thereof; nor shall any single or partial exercise thereof or any
abandonment or discontinuance of steps to enforce such a right, power,
remedy of privilege preclude any further exercise thereof or of any
other right, power, remedy or privilege. The rights and remedies of the
Holder under this Convertible Note and the Purchase Agreement are
cumulative and not exclusive of any rights or remedies which they would
otherwise have. Any waiver, permit, consent or approval of any kind or
character on the part of the Holder of any breach or default under this
Convertible Note
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or any such waiver of any provision or condition of this Convertible
Note must be in writing and shall be effective only to the extent
specifically set forth in such writing.
(d) Whenever any payment or action to be made or taken
hereunder shall be stated to be due on a day which is not a business
day, such payment or action shall be made or taken on the next
following business day, and such extension of time shall be included in
computing interest or fees, if any, in connection with such payment or
action.
(e) The provisions of this Convertible Note are intended
to be severable. If any provision of this Convertible Note shall be
held invalid or unenforceable in whole or in part in any jurisdiction
such provision shall, as to such jurisdiction, be ineffective to the
extent of such invalidity or unenforceability without in any manner
affecting the validity or enforceability thereof in any other
jurisdiction or the remaining provisions hereof in any jurisdiction.
(f) This Convertible Note and the Purchase Agreement and
the other documents delivered in connection herewith and therewith
supersede all prior understandings and agreements, whether written or
oral, between the parties hereto and thereto relating to the
transactions provided for herein and therein. Any Holder of this
Convertible Note acknowledges that such Holder is bound by the
applicable provisions of the Purchase Agreement and by the acceptance
of this Convertible Note such Holder agrees to the terms thereof.
(g) All representations and warranties of the Company
contained herein or made in connection herewith shall survive and shall
not be waived by the execution and delivery of this Convertible Note or
by any investigation by the Holder, but shall terminate upon the
Company's full satisfaction and payment of the outstanding Principal
Amount of and interest on this Convertible Note.
(h) This Convertible Note shall be binding upon and shall
inure to the benefit of the Holder, the Company and their respective
successors and assigns, except that (x) the Company may not assign or
transfer any of its rights and obligations hereunder or any interest
herein, and (y) prior to April 30, 2002, or an Event of Default, the
Holder may not transfer or assign this Convertible Note except to its
affiliate, Xxxxxx X. Xxxxxxxxx & Co., or an affiliate of Xxxxxx X.
Xxxxxxxxx & Co.
(i) Whenever the Holder's consent is required to be
obtained under this Convertible Note or the Purchase Agreement as a
condition to any action, inaction, condition or event, the Holder shall
be authorized to give or withhold such consent in its sole and absolute
discretion.
(j) The representations, warranties and covenants
contained herein shall be independent of each other, and no exception
to any representation, warranty or covenant shall be deemed to be an
exception to any other representation, warranty or covenant contained
herein unless expressly provided, nor shall any such exceptions be
deemed to permit any action or omission that would be in contravention
of applicable law.
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(k) This Convertible Note shall be governed by and
construed under the laws of the State of Delaware without regard to
choice of law principles.
(l) In no event shall the rate of interest payable under
this Convertible Note exceed the maximum rate of interest permitted to
be charged by applicable law (including the choice of law rules) and
any interest paid in excess of the permitted rate shall be refunded to
the Company. Any such refund shall not cure or waive any default by the
Company hereunder. The Company agrees, however, that in determining
whether or not any interest payable under this Convertible Note exceeds
the highest rate permitted by law, any non-principal payment, other
than interest payments, including, without limitation, fees and late
charges, shall be deemed, to the extent permitted by law, to be an
expense, fee, premium or liquidated damages, rather than interest.
(m) THE COMPANY AND THE HOLDER HEREBY WAIVE TRIAL BY JURY
IN ANY ACTION, SUIT, PROCEEDING OR COUNTERCLAIM OF ANY KIND DIRECTLY OR
INDIRECTLY ARISING OUT OF OR RELATED TO THIS CONVERTIBLE NOTE OR THE
PURCHASE AGREEMENT OR ANY ACT OR OMISSION WHICH EITHER PARTY ASSERTS
RESULTED IN ANY LIABILITY TO THE COMPANY, THE HOLDER OR THEIR
RESPECTIVE OFFICERS, DIRECTORS, STOCKHOLDERS, PARTNERS, EMPLOYEES OR
AGENTS, TO THE FULL EXTENT PERMITTED BY LAW.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the Company, intending to be legally bound hereby,
has caused this Convertible Note to be duly executed by its respective
authorized officers on the day and year first above written.
INTREPID CAPITAL CORPORATION
By: /s/ Xxxxxxx Xxxxxx
-------------------------------------
Name: Xxxxxxx Xxxxxx
Title: President
ATTEST:
/s/ Xxxxxxx X. Xxxxxxx
-------------------------------
Xxxxxxx X. Xxxxxxx, Secretary
[AFFIX CORPORATE SEAL]
Accepted and Agreed to as of the first
day referred to above
AJG FINANCIAL SERVICES, INC.
By: /s/ Xxxxx X. Xxxx
----------------------------
Name: Xxxxx X. Xxxx
Title: President
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