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EXHIBIT 99.2
FORM OF
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT, dated as of April 2, 1998, is entered
into by and between Oasis Residential, Inc., a Nevada corporation (the
"Company"), and Xxxxxxx Xxxxx International Private Finance Limited ("Xxxxxxx
Xxxxx").
In consideration of the mutual agreements herein contained, and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
SECTION 1.1. DEFINITIONS.
The following capitalized terms, as used in this Agreement, have the
following meanings:
"AGREEMENT" means this Registration Rights Agreement, as it
may be amended, supplemented or restated from time to time.
"BUSINESS DAY" means any day except a Saturday, Sunday or
other day on which commercial banks in New York, New York or Los Angeles,
California are authorized by law to close.
"COMMISSION" means the Securities and Exchange Commission.
"COMMON STOCK" means the Common Stock, par value $.01 per
share, of the Company.
"DEMAND REGISTRATION" has the meaning set forth in Section 3.1
hereof.
"DEMAND REGISTRATION STATEMENT" has the meaning set forth in
Section 3.1 hereof.
"EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended.
"EXCHANGE RIGHTS AGREEMENT" means the Exchange Rights
Agreement dated as of October 23, 1997 among the Company, the Operating LLC and
the Unitholders.
"EXCHANGE SHARES" has the same meaning set forth in Section
2.1 hereof.
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"FILING DATE" has the meaning set forth in Section 2.1 hereof.
"INITIAL REGISTRATION STATEMENT" has the meaning set forth in
Section 2.1 hereof.
"ISCO" means ISCO, a California general partnership.
"LLC AGREEMENT" means the Amended and Restated Limited
Liability Company Agreement of the Operating LLC dated as of October 23, 1997,
as the same may be amended, modified or restated from time to time.
"LLC UNITS" has the meaning set forth in the LLC Agreement.
"LOAN" means the aggregate principal amount of all advances
made by Xxxxxxx Xxxxx to ISCO pursuant to Section 2.1 of the Loan Agreement,
together with all interest accrued thereon pursuant to the Loan Agreement.
"LOAN AGREEMENT" means that certain Loan and Collateral
Account Agreement dated as of April 2, 1998 by and among XXXX, Xxxxxx Israel,
Xxxxxxx Xxxxx and Xxxxxxx Lynch, Pierce, Xxxxxx and Xxxxx Incorporated.
"OPERATING LLC" means Oasis Martinique, LLC, a Delaware
limited liability company.
"PERSON" means an individual or a corporation, partnership,
limited liability company, association, trust, or any other entity or
organization, including a government or political subdivision or an agency or
instrumentality thereof.
"PLEDGED LLC UNITS" means the 575,162 LLC Units owned by ISCO
and subject to the security interest granted by ISCO pursuant to the Loan
Agreement to secure the performance of the obligations of ISCO under the Loan
Agreement.
"RESALE PROSPECTUS" has the meaning set forth in Section 3.5.
"RESALE REGISTRATION STATEMENT" has the meaning set forth in
Section 3.5.
"REINSTATEMENT PERIOD" has the meaning set forth in Section
3.1.
"S-3 EXPIRATION DATE" means the date on which Form S-3 (or a
similar successor form of registration statement) is not available to the
Company for the registration of Exchange Shares pursuant to the Securities Act.
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"SECURITIES ACT" means the Securities Act of 1933, as amended.
"SUPPLEMENTAL RIGHTS PERIOD" has the meaning set forth in
Section 3.1.
"TERMINATION DATE" means the later of February 28, 1999 or the
date on which the Loan is repaid in full.
ARTICLE II
REGISTRATION
SECTION 2.1. INITIAL REGISTRATION STATEMENT. Subject to the provisions of
Article III hereof, the Company will file with the Commission a registration
statement on Form S-3 (the "Initial Registration Statement") under Rule 415
under the Securities Act covering the issuance to Xxxxxxx Xxxxx of shares of
Common Stock issuable pursuant to the Exchange Rights Agreement in exchange for
Pledged LLC Units (the "Exchange Shares") and the resale by Xxxxxxx Xxxxx of the
Exchange Shares, such filing to be made within the two (2) week period following
the date (the "Filing Date") which is the later of (i) a date which is thirty
(30) days prior to the first date on which the Pledged LLC Units may be
exchanged for the Exchange Shares pursuant to the provisions of the Exchange
Rights Agreement or (ii) such other date as may be required by the Commission
pursuant to its interpretation of applicable federal securities laws and the
rules and regulations promulgated thereunder. The Company shall use its best
efforts to cause the Initial Registration Statement filed with the Commission to
be declared effective by December 24, 1998. In the event the Company is unable
to cause the Initial Registration Statement to be declared effective by the
Commission by December 24, 1998, then the rights of Xxxxxxx Xxxxx set forth in
Section 3.1 hereof shall apply to the Exchange Shares. Notwithstanding the
availability of rights under Section 3.1 hereof, the Company shall continue to
use its best efforts to cause the Initial Registration Statement to be declared
effective by the Commission and if it shall be declared effective by the
Commission, the obligations of the Company under Section 3.1 hereof shall be
suspended for so long as the Initial Registration Statement shall remain
effective. The Company agrees to use its best efforts to keep the Initial
Registration Statement continuously effective until the Termination Date.
ARTICLE III
REGISTRATION RIGHT
SECTION 3.1. REGISTRATION RIGHT IF FORM S-3 IS NOT AVAILABLE.
If the Form S-3 Expiration Date shall occur prior to the Termination
Date, the following provisions shall apply with respect to the Exchange Shares
during the period commencing on the S-3 Expiration Date and ending on the
Termination Date (the "Supplemental Rights Period"), provided,
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however, that the Supplemental Rights Period shall not include any period
following the S-3 Expiration Date and prior to the Termination Date if during
that period (the "Reinstatement Period") the Company shall again be entitled to
use Form S-3 (or a similar successor form of registration statement) for
registration of the Exchange Shares. During the Supplemental Rights Period,
Xxxxxxx Xxxxx may make a written demand for registration under the Securities
Act of all or part of the Exchange Shares (a "Demand Registration") and upon
such demand the Company shall be obligated to register the Exchange Shares under
the Securities Act in accordance with the provisions of this Agreement;
provided, however, that the Company shall not be obligated to effect more than
one Demand Registration. The Company shall file the registration statement
required by this Section 3.1 (the "Demand Registration Statement") with the SEC
within thirty (30) days of receipt of the requisite demand from Xxxxxxx Xxxxx
and shall use its best efforts to cause the Demand Registration Statement to be
declared effective by the SEC as soon as practicable thereafter. The Company
shall use its best efforts to keep the Demand Registration Statement
continuously effective until the Termination Date. A registration shall not
constitute a Demand Registration under this Section 3.1 until the Demand
Registration Statement has been declared effective.
SECTION 3.2. ADDITIONAL REGISTRATION PROCEDURES.
In connection with any registration statement covering Exchange Shares
filed by the Company pursuant to Section 2.1 or 3.1 hereof:
(a) Xxxxxxx Xxxxx agrees to provide in a timely manner information
requested by the Company regarding the proposed distribution by Xxxxxxx Xxxxx of
the Exchange Shares and all other information reasonably requested by the
Company in connection with the preparation of the registration statement
covering the Exchange Shares.
(b) In connection with the Initial Registration Statement and the
Demand Registration Statement, if any, the Company will furnish to Xxxxxxx Xxxxx
that number of copies of the registration statement or prospectus in conformity
with the requirements of the Securities Act as Xxxxxxx Xxxxx may reasonably
request in order to facilitate the disposition of the Exchange Shares by Xxxxxxx
Xxxxx.
(c) After the filing of the registration statement, the Company
will promptly notify Xxxxxxx Xxxxx of any stop order issued or threatened by the
Commission and take all reasonable actions required to prevent the entry of such
stop order or to remove it if entered.
(d) The Company will use its best efforts to cause the Exchange
Shares to be listed on each securities exchange on which similar securities
issued by the Company are then listed prior to or concurrently with the issuance
thereof by the Company.
(e) The Company will use its best efforts to register or qualify
the Exchange Shares for sale under such securities or blue sky laws of those
jurisdictions in the United States (where an exemption is not available) as
Xxxxxxx Xxxxx reasonably (in light of Xxxxxxx Xxxxx'x intended plan of
distribution) requests, provided, however, that the Company will not be required
to (i) qualify generally to do business in any jurisdiction where it would not
otherwise be required to qualify but
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for this paragraph (e), (ii) subject itself to taxation in any such
jurisdiction, or (iii) consent to general service of process in any such
jurisdiction.
SECTION 3.3. MATERIAL DEVELOPMENTS; SUSPENSION OF OFFERING.
(a) Notwithstanding the provisions of Sections 2.1 or 3.1 hereof
or any other provisions of this Agreement to the contrary, the Company shall not
be required to file a registration statement or to keep any registration
statement effective if the negotiation or consummation of a transaction by the
Company or any of its subsidiaries is pending or an event has occurred, which
negotiation, consummation or event would require additional disclosure by the
Company in the registration statement of material information which the Company
(in the judgment of management of the Company) has a bona fide business purpose
for keeping confidential and the nondisclosure of which in the registration
statement might cause the registration statement to fail to comply with
applicable disclosure requirements; provided, however, that the Company will
promptly notify Xxxxxxx Xxxxx of the foregoing. Upon receipt of any notice (the
"Discontinuance Notice") from the Company of the happening of any event during
the period the registration statement is effective which is of a type specified
in the preceding sentence or as a result of which the registration statement or
related prospectus contains any untrue statement of a material fact or omits to
state any material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made not
misleading, Xxxxxxx Xxxxx agrees that it will immediately discontinue offers and
sales of the Exchange Shares under the registration statement until the earlier
of (i) the date on which the Company notifies Xxxxxxx Xxxxx in writing that the
suspension of use of the registration statement for the reasons set forth in
this Section 3.3(a) is no longer necessary, or (ii) the 90th day following the
date on which Xxxxxxx Xxxxx shall have received the Discontinuance Notice. The
Company may not require the discontinuance of offers and sales of the Exchange
Shares under the registration statement pursuant to this Section 3.3(a) more
than twice in any calendar year. If so directed by the Company, Xxxxxxx Xxxxx
will deliver to the Company any copies of the prospectus covering the Exchange
Shares in its possession at the time of receipt of the Discontinuance Notice.
(b) If all reports required to be filed by the Company
pursuant to the Exchange Act have not been filed by the required date without
regard to any extension, or if the consummation of any business combination by
the Company has occurred or is probable for purposes of Rule 3-05 or Article 11
of Regulation S-X under the Securities Act, upon written notice thereof by the
Company to Xxxxxxx Xxxxx, the rights of Xxxxxxx Xxxxx to acquire Exchange Shares
pursuant to the Initial Registration Statement and the Demand Registration
Statement and to offer, sell and distribute any Exchange Shares pursuant to the
Initial Registration Statement and the Demand Registration Statement and to
require the Company to take action with respect to the registration of any
Exchange Shares pursuant to this Agreement shall be suspended until the date on
which the Company has filed such reports or obtained and filed the financial
information required by Rule 3-05 or Article 11 of Regulation S-X to be included
or incorporated by reference, as applicable, in the Initial Registration
Statement or the Demand Registration Statement and the Company shall notify
Xxxxxxx Xxxxx as promptly as practicable when such suspension is no longer
required.
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SECTION 3.4. REGISTRATION EXPENSES.
In connection with any registration statement required to be filed
hereunder, the Company shall pay the following registration expenses incurred in
connection with the registration (the "Registration Expenses"): (i) all
registration and filing fees, (ii) fees and expenses of compliance with
securities or blue sky laws, (iii) printing expenses, (iv) internal expenses
(including, without limitation, all salaries and expenses of its officers and
employees performing legal or accounting duties), (v) the fees and expenses
incurred in connection with the listing of the Exchange Shares on each
securities exchange on which similar securities issued by the Company are then
listed, (vi) fees and disbursements of counsel for the Company and the
independent public accountants of the Company, and (vii) the fees and expenses
of any experts retained by the Company in connection with such registration.
Xxxxxxx Xxxxx shall be responsible for the payment of any and all other expenses
incurred by it in connection with the registration and sale of Exchange Shares,
including, without limitation, brokerage and sales commissions, underwriting
fees, discounts and commissions attributable to the Exchange Shares, fees and
disbursements of counsel representing Xxxxxxx Xxxxx, and any transfer taxes
relating to the sale or disposition of the Exchange Shares.
SECTION 3.5. INDEMNIFICATION BY THE COMPANY.
The Company agrees to indemnify and hold harmless Xxxxxxx Xxxxx, its
officers, directors and agents, and each Person, if any, who controls Xxxxxxx
Xxxxx within the meaning of Section 15 of the Securities Act or Section 20 of
the Exchange Act from and against any and all losses, claims, damages and
liabilities caused by any untrue statement or alleged untrue statement of a
material fact contained in the Initial Registration Statement or Demand
Registration Statement used for the sale of Exchange Shares by Xxxxxxx Xxxxx
(individually, a "Resale Registration Statement") or the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances in which
they were made, not misleading, or arising out of any untrue statement or
alleged untrue statement of a material fact contained in any prospectus
contained in a Resale Registration Statement at the time it became effective (a
"Resale Prospectus"), or the omission or alleged omission therefrom of a
material fact necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading, except insofar as such
losses, claims, damages or liabilities are caused by any such untrue statement
or omission or alleged untrue statement or omission based upon information
furnished in writing to the Company by Xxxxxxx Xxxxx or on behalf of Xxxxxxx
Xxxxx expressly for inclusion therein; provided, however, that the Company will
not be liable in any case to the extent that any such claim, loss, damage,
liability or expense arises out of or is based upon any untrue statement or
omission contained in a Resale Prospectus which was corrected in a supplement or
amendment thereto if such claim is brought by a purchaser of Exchange Shares
from Xxxxxxx Xxxxx and Xxxxxxx Xxxxx failed to deliver to such purchaser the
supplement or amendment to the Resale Prospectus in a timely manner.
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SECTION 3.6. INDEMNIFICATION BY XXXXXXX XXXXX.
Xxxxxxx Xxxxx agrees to indemnify and hold harmless the Company, its
officers, directors and agents and each Person, if any, who controls the Company
within the meaning of either Section 15 of the Securities Act or Section 20 of
the Exchange Act to the same extent as the indemnity set forth in Section 3.5
from the Company to Xxxxxxx Xxxxx, but only with respect to information relating
to Xxxxxxx Xxxxx furnished in writing by Xxxxxxx Xxxxx or on behalf of Xxxxxxx
Xxxxx expressly for use in any Resale Registration Statement or Resale
Prospectus or any amendment or supplement thereto. Xxxxxxx Xxxxx also agrees to
indemnify and hold harmless underwriters of the Exchange Shares, their officers
and directors and each Person who controls such underwriters within the meaning
of Section 15 of the Securities Act or Section 20 of the Exchange Act on
substantially the same basis as that of the indemnification of the Company
provided in this Section 3.6.
SECTION 3.7. CONDUCT OF INDEMNIFICATION PROCEEDINGS.
Each indemnified party shall give reasonably prompt notice to each
indemnifying party of any action or proceeding commenced against it in respect
of which indemnity may be sought hereunder, but failure to so notify the
indemnifying party (i) shall not relieve it from any liability which it may have
under the indemnity agreement provided in Section 3.5 or 3.6 above, unless and
to the extent it did not otherwise learn of such action and the lack of notice
by the indemnified party results in the forfeiture by the indemnifying party of
substantial rights and defenses and (ii) shall not, in any event, relieve the
indemnifying party from any obligations to the indemnified party other than the
indemnification obligation provided under Section 3.5 or 3.6 above. If the
indemnifying party so elects within a reasonable time after receipt of notice,
the indemnifying party may assume the defense of the action or proceeding at the
indemnifying party's own expense with counsel chosen by the indemnifying party
and approved by the indemnified party, which approval shall not be unreasonably
withheld; provided, however, that if the defendants in any such action or
proceeding include both the indemnified party and the indemnifying party and the
indemnified party reasonably determines based upon advice of legal counsel
experienced in such matters, that there may be legal defenses available to it
which are different from or in addition to those available to the indemnifying
party, then the indemnified party shall be entitled to separate counsel at the
indemnifying party's expense, which counsel shall be chosen by the indemnified
party and approved by the indemnifying party, which approval shall not be
unreasonably withheld; provided further, that it is understood that the
indemnifying party shall not be liable for the fees, charges and disbursements
of more than one separate firm. If the indemnifying party does not assume the
defense, after having received the notice referred to in the first sentence of
this Section, the indemnifying party will pay the reasonable fees and expenses
of counsel for the indemnified party; in that event, however, the indemnifying
party will not be liable for any settlement effected without the written consent
of the indemnifying party. If an indemnifying party assumes the defense of an
action or proceeding in accordance with this Section, the indemnifying party
shall not be liable for any fees and expenses of counsel for the indemnified
party incurred thereafter in connection with that action or proceeding except as
set forth in the proviso in the second sentence of this Section 3.7. Unless and
until a final judgment is rendered that an indemnified party is not entitled to
the costs of defense under the provisions of this Section, the indemnifying
party shall reimburse, promptly as they are incurred, the indemnified party's
costs of defense.
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SECTION 3.8. CONTRIBUTION.
(a) If the indemnification provided for in Section 3.5 or 3.6
hereof is unavailable to an indemnified party or insufficient in respect of any
losses, claims, damages or liabilities referred to therein, then each
indemnifying party, in lieu of indemnifying such indemnified party, shall
contribute to the amount paid or payable by indemnified party as a result of
such losses, claims, damages or liabilities as between the Company on the one
hand and Xxxxxxx Xxxxx on the other, in such proportion as is appropriate to
reflect the relative fault of the Company and of Xxxxxxx Xxxxx in connection
with such statements or omissions which resulted in such losses, claims, damages
or liabilities, as well as any other relevant equitable considerations. The
relative fault of the Company on the one hand and of Xxxxxxx Xxxxx on the other
shall be determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission or alleged omission
to state a material fact relates to information supplied by the Company or
Xxxxxxx Xxxxx, and the Company's and Xxxxxxx Xxxxx'x relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or
omission.
(b) The Company and Xxxxxxx Xxxxx agree that it would not be
just and equitable if contribution pursuant to this Section 3.8 were determined
by pro rata allocation or by any other method of allocation which does not take
account of the equitable considerations referred to in Section 3.8(a). The
amount paid or payable by an indemnifying party as a result of the losses,
claims, damages or liabilities referred to in Sections 3.5 and 3.6 hereof shall
be deemed to include, subject to the limitations set forth above, any legal or
other expenses reasonably incurred by the indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding the
provisions of this Section 3.8 Xxxxxxx Xxxxx shall not be required to contribute
any amount in excess of the amount by which the total price at which the
Exchange Shares were offered to the public exceeds the amount of any damages
which Xxxxxxx Xxxxx has otherwise been required to pay by reason of such untrue
or alleged untrue statement or omission or alleged omission. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation.
SECTION 3.9. AMENDMENT OF LOAN AGREEMENT.
Xxxxxxx Xxxxx shall notify the Company promptly of any amendment or
modification to the terms of the Loan or the Loan Agreement, including any
extension of the maturity of the Loan beyond the maturity date provided in the
Loan Agreement, and shall provide the Company promptly with copies of all
agreements and other documents reflecting the amendment or modification.
SECTION 3.10. NOTICE OF REPAYMENT OF THE LOAN.
Promptly upon the repayment of the Loan, Xxxxxxx Xxxxx shall notify the
Company of the repayment.
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ARTICLE IV
MISCELLANEOUS
SECTION 4.1. SPECIFIC PERFORMANCE.
THE PARTIES HERETO ACKNOWLEDGE THAT THERE WOULD BE NO ADEQUATE REMEDY AT
LAW IF ANY PARTY FAILS TO PERFORM ANY OF ITS OBLIGATIONS HEREUNDER, AND
ACCORDINGLY AGREE THAT EACH PARTY, IN ADDITION TO ANY OTHER REMEDY TO WHICH IT
MAY BE ENTITLED AT LAW OR IN EQUITY, SHALL BE ENTITLED TO COMPEL SPECIFIC
PERFORMANCE OF THE OBLIGATION OF ANY OTHER PARTY UNDER THIS AGREEMENT IN
ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT IN ANY COURT OF THE
UNITED STATES OR ANY STATE THEREOF HAVING JURISDICTION.
SECTION 4.2. AMENDMENTS AND WAIVERS.
The provisions of this Agreement, including the provisions of this
sentence, may not be amended, modified or supplemented, and waivers or consents
to departures from the provisions hereof may not be given without the prior
written consent of the Company and Xxxxxxx Xxxxx. No failure or delay by any
party to insist upon the strict performance of any covenant, duty, agreement or
condition of this Agreement or to exercise any right or remedy consequent upon
any breach thereof shall constitute a waiver of any such breach or any other
covenant, duty, agreement or condition.
SECTION 4.3. NOTICES.
Any notice required or permitted to be given under this Agreement shall
be in writing and shall be deemed to have been given (a) when delivered by hand
or upon transmission by telecopier or similar facsimile transmission device, (b)
on the date delivered by a courier service, or (c) on the third Business Day
after mailing by registered or certified mail, postage prepaid, return receipt
requested, in any case addressed as follows:
(1) if to Xxxxxxx Xxxxx, to Xxxxxxx Xxxxx International
Private Finance Limited, 000 Xxxxxxxx Xxxxxx, 00xx Xxxxx, Xxxxx, Xxxxxxx 00000
or to such other address as Xxxxxxx Xxxxx may hereafter provide to the Company
in writing for purposes of notices hereunder; and
(2) if to the Company, to Oasis Residential, Inc., 0000 Xxxx
Xxxxxx Xxxx, Xxxxxxxxx, Xxxxxx 00000, Attention: President, or to such other
address as the Company may hereafter provide to Xxxxxxx Xxxxx in writing for
purposes of notices hereunder.
SECTION 4.4. SUCCESSORS AND ASSIGNS.
The rights and obligations of Xxxxxxx Xxxxx under this Agreement shall
not be assignable by Xxxxxxx Xxxxx to any Person other than a subsidiary of
Xxxxxxx Xxxxx and Co. This Agreement shall be binding upon the parties hereto
and their respective successors and assigns.
SECTION 4.5. COUNTERPARTS.
This Agreement may be executed in any number of counterparts and by the
parties hereto in separate counterparts, each of which when so executed shall be
deemed to be an original and all of which taken together shall constitute one
and the same agreement.
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SECTION 4.6. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the
internal laws of the State of New York without regard to the conflicts of law
provisions thereof.
SECTION 4.7. SEVERABILITY.
In the event that any one or more of the provisions contained herein, or
the application thereof in any circumstance, is held invalid, illegal or
unenforceable, the validity, legality and enforceability of any such provision
in every other respect and of the remaining provisions contained herein shall
not be affected or impaired thereby.
SECTION 4.8. ENTIRE AGREEMENT.
This Agreement is intended by the parties as a final expression of their
agreement and intended to be a complete and exclusive statement of the agreement
and understanding of the parties hereto in respect of the subject matter
contained herein. This Agreement supersedes all prior agreements and
understandings between the parties with respect to the subject matter of this
Agreement.
SECTION 4.9. HEADINGS.
The headings in this Agreement are for convenience of reference only and
shall not limit or otherwise affect the meaning of any provision of this
Agreement.
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IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first written above.
OASIS RESIDENTIAL, INC., a Nevada
corporation
By:
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Name:
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Its:
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XXXXXXX XXXXX INTERNATIONAL PRIVATE
FINANCE LIMITED, a Delaware corporation
By:
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Name:
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Its:
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