EXHIBIT NO. 2
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Xxxxxx X. Weiderhorn
c/o Fog Cutter Capital Group, Inc.
0000 XX Xxxxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxx 00000
April 30, 2004
VIA FACSIMILE: (000) 000-0000 AND
ELECTRONIC MAIL
Xx. Xxxxxxxx X. Xxxxxxx
C/O CCKX, Inc.
0000 Xxxxxx Xxxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Re: Agreement - 100,000 Shares of FCCG
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Dear Bud:
You hereby agree to retain ownership of 100,000 shares (the "Retained
Shares") of your existing shares of the common stock of Fog Cutter Capital Group
Inc. (the "Company") until at least March 1, 2005; provided, however that you
may make transfers of the Retained Shares by gift to your spouse or lineal
descendants, to any trust for your benefit or the benefit of your spouse and/or
lineal descendants, or to your personal representative upon your death for
purposes of administration of your estate; provided further that any such
transferee shall, prior to such transfer, consent in writing to be bound by this
agreement. Your remaining shares of the Company net of (excluding) the Retained
Shares can be sold at any time by you.
You may put Retained Shares to me individually on any business day in
March 2005, for a sale by you and purchase by me at a price of $5.40 per share
in cash. You agree to give me written notice of your intention to exercise this
put option at least 30-days prior to the closing date which shall be specified
in the notice (which shall not occur prior to March 1, 2005, nor later than
March 31, 2005) of the put of the Retained Shares, to the address indicated on
this letter and by fax to 000-000-0000 with copy to R. Xxxxx Xxxxxxxxx at Fog
Cutter Capital Group at 0000 XX Xxxxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxx 00000. Upon
your exercise of the put, I will be required to consummate the purchase of the
number of Retained Shares set forth in your notice to me, by delivery to you of
immediately available funds equal to $5.40 per share on the closing date set
forth in the notice.
You will continue to be the beneficial owner of the Retained Shares
until such times as they are put to me or sold by you in your discretion. This
agreement will expire on March 2, 2005, unless you have delivered the written
notice of your intention to exercise the put on or prior to March 1, 2005. On or
after March 2, 2005, you may sell the Retained Shares referred to above or keep
them as you decide in your sole and absolute discretion, if you have not
exercised your put option as discussed.
You agree that this agreement may be assigned by me to Fog Cutter
Capital Group, Inc. at any time.
Very truly yours,
/s/ Xxxxxx X. Xxxxxxxxxx
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Xxxxxx X. Xxxxxxxxxx
Agreed and Accepted:
/s/ X.X. Xxxxxxx
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X.X. Xxxxxxx
