WAIVER OF REGISTRATION RIGHTS
PRIME PARTNERS, INC., XXXXXXX XXXX AND XXXXX XXXXXXX
April 25, 2007
Xxxxxx + Xxxxxx, Inc.
The parties set forth on Schedule A hereto (the "Investor Purchasers")
(a) Simultaneously herewith, Xxxxxx + Xxxxxx, Inc., a Delaware corporation
(the "Company") and the Investor Purchasers have entered into a purchase
agreement pursuant to which the Company will sell 40,000,000 shares of its
common stock subject to the terms and conditions thereof (the "Purchase
Agreement") a copy of which is attached hereto as Exhibit A.
(b) As a closing condition to the transactions contempated by the Purchase
Agreement, the Company has agreed to enter into a purchase agreement with the
parties to be set forth on Schedule I thereto ("Purchasers"), including Prime
Partners, Inc. ("PPI"), whereby the Company will sell 40,000,000 shares of its
common stock (the "Shares") to the Purchasers and the Purchasers shall purchase
such shares subject to the terms and conditions thereof (the "Placement Purchase
Agreement"), a copy of which is attached hereto as Exhibit B.
(c) As a condition to the closing of the Purchase Agreement and the
Placement Purchase Agreement, the Investor Purchasers, the Purchasers, and the
Company are required to enter into a Registration Rights Agreement in the form
of Exhibit C to the Purchase Agreement and Exhibit D to the Placement Purchase
Agreement (the "Form of New Registration Rights Agreement"). However, PPI (under
its former name, Prime Financial Services, Inc.), Xxxxxxx Xxxx and Xxxxx X.
Xxxxxxx and the Company are parties to a Registration Rights Agreement dated
April 5, 1999 attached hereto as Exhibit C relating to certain stock of the
Company (the "1999 Registration Rights Agreement").
As a material inducement for the Investor Purchasers to enter into the
Purchase Agreement, PPI, Xxxx and Xxxxx X. Xxxxxxx agree to the following:
1. Capitalized terms used in this letter but not otherwise defined in this
letter shall have the same meanings that such terms have in the Purchase
Agreement.
2. PPI, Xxxxxxx Xxxx and Xxxxx X. Xxxxxxx hereby waive all rights granted
to them pursuant to the 1999 Registration Rights Agreement to register any
shares in the Company in respect of Registrable Shares as such term is defined
in the 1999 Registration Rights Agreement.
3. The internal laws of the State of New York, without regard to the
principles of choice of law or conflicts or law of any jurisdiction, shall
govern the validity of this letter, the construction of its terms, and the
interpretation and enforcement of the rights and duties of the parties hereto.
Very truly yours,
PRIME PARTNERS, INC.
By: /s/ Xxxxxxx X. Xxxx
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Title: President
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/s/ Xxxxxxx Xxxx
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XXXXXXX XXXX
/s/ Xxxxx Xxxxxxx
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XXXXX XXXXXXX
Acknowledged and agreed:
Xxxxxx + Xxxxxx, Inc.
By:
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Title:
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SCHEDULE A
Investment Puchasers:
Wynnefield Partners Small Cap Value, L.P.
Wynnefield Partners Small Cap Value, L.P., I
Wynnefield Small Cap Value Offshore Fund, Ltd.
WebFinancial Corporation
EXHIBIT A
INVESTOR PURCHASE AGREEMENT
EXHIBIT B
PLACEMENT PURCHASE AGREEMENT
EXHIBIT C
1999 REGISTRATION RIGHTS AGREEMENT
