REGISTRATION RIGHTS AGREEMENT Kennedy-Wilson, Inc., a Delaware corporation (the "Company"), hereby grants to Colony Investors III, L.P. ("Purchaser") and any permitted assignee of the registration rights provided for herein. Section 1. DEFINITIONS. As...Registration Rights Agreement • July 24th, 1998 • Colony K W LLC • Real estate agents & managers (for others) • Delaware
IN WITNESS WHEREOF, the Company and Purchaser have caused this Agreement to be executed and delivered by the undersigned duly authorized officers as of the day and year first above written. KENNEDY-WILSON, INC. By: /s/ William J. McMorrow...Stock Purchase Agreement • July 24th, 1998 • Colony K W LLC • Real estate agents & managers (for others)
STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (the "Agreement"), dated July 16, 1998, is by and between Kennedy-Wilson, Inc., a Delaware corporation (the "Company"), and Colony Investors III, L.P., a Delaware limited partnership ("Purchaser"). W I T N E S S E T H: WHEREAS, the Company wishes to issue and sell to Purchaser (i) certain shares of the Company's common stock, $.01 par value per share (the "Common Stock"), and (ii) warrants to acquire additional shares of Common Stock for an aggregate purchase price of $5,232,610 (the "Purchase Price"); and WHEREAS, Purchaser wishes to purchase the such securities on the terms and subject to the conditions set forth in this Agreement; NOW, THEREFORE, in consideration of the premises and the mutual covenants contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: SECTION 1. THE SECURITIES Section 1.1 ISSUANCE, SALE AND PURCHASE
EXHIBIT 5 JOINT FILING AGREEMENT In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended, each of the persons named below agrees to the joint filing on behalf of each of them of a Statement on Schedule 13D (including...Joint Filing Agreement • July 24th, 1998 • Colony K W LLC • Real estate agents & managers (for others)
WARRANT AGREEMENT This Warrant Agreement (the "Agreement"), dated as of July 16, 1998, is by and between Kennedy-Wilson, Inc., a corporation duly organized and validly existing under the laws of Delaware (the "Company"), and Colony Investors III, L.P....Warrant Agreement • July 24th, 1998 • Colony K W LLC • Real estate agents & managers (for others) • Delaware
INVESTOR'S AGREEMENT This Investor's Agreement (the "Agreement") is made and entered into on July 16, 1998, by and between Kennedy-Wilson, Inc., a Delaware corporation (the "Company"), and Colony Investors III, L.P., a Delaware limited partnership...Investor's Agreement • July 24th, 1998 • Colony K W LLC • Real estate agents & managers (for others) • Delaware
IN WITNESS WHEREOF, the parties hereto have caused this Investor's Agreement to be duly executed as of the date first above written. KENNEDY-WILSON, INC. By: /s/ William J. McMorrow ________________________________ Name: William J. McMorrow Title: CEO Address: 530 Wilshire Blvd., #101 Santa Monica, California 90401 Telecopy: (310) 315-8510 COLONY INVESTORS III, L.P. By: Colony Capital III, L.P. By: ColonyGP III, Inc. By: /s/ Mark M. Hedstrom ________________________________ Name: Mark M. Hedstrom Title: Vice President Address: c/o Colony Capital, Inc. 201 Main Street, Suite 2420 Fort Worth, Texas 76102 Telecopy: (817) 871-4088
