(AND NOT INCLUDING)
THE DATE OF THE PUBLIC DISCLOSURE OF THIS AGREEMENT AND THE FIVE (5) CONSECUTIVE
TRADING DAYS AFTER (AND NOT INCLUDING) THE DATE OF THE PUBLIC DISCLOSURE OF THIS
AGREEMENT.
THE DEATONS HEREBY AUTHORIZE SOURCECORP TO CANCEL SUCH SHARES AS OF
THE DATE OF THIS AGREEMENT AND WILL DELIVER THE ORIGINAL STOCK CERTIFICATES FOR
SUCH SHARES TO SOURCECORP WITHIN TWO WEEKS (14 CALENDAR DAYS) OF THE DATE OF
THIS AGREEMENT.
IN THE EVENT THAT ONE OR MORE OF THE DEATONS' ORIGINAL STOCK
CERTIFICATES CANNOT BE FOUND, THE RESPECTIVE DEATON(S) WILL, BEFORE THE TWO
WEEKS EXPIRES, SUBMIT TO THE APPROPRIATE ENTITY COMPLETE AND EFFECTIVE
REQUEST(S) FOR EXPEDITED REPLACEMENT OF THE STOCK CERTIFICATE(S) AT THE DEATONS'
SOLE EXPENSE, AND WITHIN TWO (2) BUSINESS DAYS OF THE DEATONS' RECEIPT OF THE
REPLACEMENT STOCK CERTIFICATES, WILL DELIVER THE REPLACEMENT STOCK CERTIFICATES
VIA FED EX PRIORITY OVERNIGHT (SIGNATURE REQUIRED) TO SOURCECORP C/O
SOURCECORP'S GENERAL COUNSEL AT THE ADDRESS CONTEMPLATED BY SECTION 20.
(C)
AN AMOUNT IN CASH, REPRESENTING THE BALANCE
OF SUCH $30 MILLION (I.E. $30 MILLION LESS THE $20 MILLION BEING PAID PURSUANT
TO SECTION 1(A) ABOVE, AND THE DEEMED VALUE OF THE SHARES BEING ASSIGNED
PURSUANT TO SECTION 1(B) ABOVE), SHALL BE PAID ON OR BEFORE 90 DAYS FOLLOWING
THE DATE OF THIS AGREEMENT.
EACH OF THE DEATONS AND THE DEATON RELATED ENTITIES JOINTLY AND SEVERALLY
REPRESENT AND WARRANT TO THE SOURCECORP PARTIES THAT (I) NONE OF THEM IS
INSOLVENT AS OF THE DATE OF THIS AGREEMENT NOR WILL THEY BE RENDERED INSOLVENT
AS A RESULT OF THE PAYMENT OR THE PLEDGES; (II) THE SHARES ARE IN THE AMOUNTS
AND HELD IN THE NAMES SET FORTH ON ANNEX A; (III) COLLECTIVELY, THE DEATONS HAVE
GOOD AND MARKETABLE TITLE TO THE SHARES TRANSFERRED THEREBY FREE AND CLEAR OF
ANY LIEN, SECURITY INTEREST, ENCUMBRANCE, OR ADVERSE CLAIM, AND (IV) UPON THE
TRANSFER OF SUCH SHARES TO SOURCECORP, SOURCECORP WILL OBTAIN GOOD AND
MARKETABLE TITLE TO SUCH SHARES FREE AND CLEAR OF ANY SUCH LIEN, SECURITY
INTEREST, ENCUMBRANCE, OR ADVERSE CLAIM.
2.
SECURITY.
AS SECURITY FOR THE PAYMENTS
CONTEMPLATED BY SECTION 1(C) ABOVE, THE DEATONS AND DEATON RELATED ENTITIES
SHALL GRANT TO SOURCECORP A FIRST PRIORITY LIEN, SECURITY INTEREST, AND MORTGAGE
(THE "PLEDGES") IN AND TO EACH OF THE PROPERTIES (THE "PROPERTIES") LISTED ON
ANNEX B.
DEATONS AND THE DEATON RELATED ENTITIES HEREBY REPRESENT AND WARRANT
THAT (I) TO THE BEST OF THEIR KNOWLEDGE, THE RESPECTIVE FAIR MARKET VALUE OF
EACH OF THE PROPERTIES ARE AS SPECIFIED ON SUCH ANNEX (WITH THE AGGREGATE FAIR
MARKET VALUE OF THE PROPERTIES BEING AT LEAST $15 MILLION), (II) EACH OF THE
PROPERTIES IS OWNED IN ITS ENTIRETY BY ONE OR MORE OF THE DEATONS OR DEATON
RELATED ENTITIES, AND (III) THE PROPERTIES ARE NOT ENCUMBERED BY ANY LIEN,
MORTGAGE, OTHER SECURITY INTEREST, ENCUMBRANCE, OR ADVERSE CLAIM OF ANY KIND.
THE DEATONS AND DEATON RELATED ENTITIES EACH HEREBY COVENANT THAT HE, SHE, OR
IT, AS APPLICABLE, SHALL NEITHER CREATE, NOR ALLOW THE CREATION OF ANY LIEN,
MORTGAGE, ENCUMBRANCE,