AGREEMENT OF JOINT FILING AND POWER OF ATTORNEYNewCal CORP • March 25th, 2005 • Operative builders
Each of the undersigned hereby agrees that the Tender Offer Statement on Schedule TO to which this Agreement is attached and which relates to the shares of common stock, without par value, of Calprop Corporation (“Calprop”), a California corporation, may be filed on behalf of each of the undersigned in accordance with, and subject to, Rule 14d-1, Rule 13e-3 and all other applicable rules of the United States Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended.
SHAREHOLDERS AGREEMENTShareholders Agreement • March 25th, 2005 • NewCal CORP • Operative builders • California
THIS SHAREHOLDERS AGREEMENT (this “Agreement”) is entered into as of February 5, 2005, by and among NewCal Corporation, a California corporation (the “Company”), Victor Zaccaglin (“Zaccaglin”), each of the prospective common stock holders of the Company identified on Exhibit A hereto who become signatories to this Agreement and any additional equity security holders or prospective equity security holders of the Company who become signatories to this Agreement (Zaccaglin and such prospective or actual equity security holders each being referred to herein individually as a “Shareholder” and collectively as the “Shareholders”).
