Exhibit 4.2
TRANSFER AND REGISTRATION RIGHTS AGREEMENT
THIS TRANSFER AND REGISTRATION RIGHTS AGREEMENT (this "Agreement"), made as
of the 30th day of April 1998, among Security Capital Atlantic Incorporated, a
Maryland corporation (the "Company"), and the investors listed on the signature
pages hereto (referred to collectively as the "Investors" and individually as an
"Investor");
W I T N E S S E T H:
WHEREAS, the Company, the Investors and other persons are parties to
certain Contribution Agreements of even date herewith (the "Contribution
Agreements"), pursuant to the terms of which Investors agreed to contribute
their respective ownership interests in certain entities to the Partnership (as
hereinafter defined) in exchange for Units (as hereinafter defined); and
WHEREAS, the Units held by the Investors will be exchangeable for Shares
(as hereinafter defined) of the Company in accordance with the Partnership
Agreement (as hereinafter defined); and
WHEREAS, the Company and Investors agreed to execute and deliver this
Agreement at the Closing pursuant to the Contribution Agreements.
NOW, THEREFORE, in consideration of the premises and other good and
valuable considerations, the receipt, adequacy and sufficiency of which are
hereby acknowledged by the parties, the parties intending to be legally bound,
hereby agree as follows:
1. DEFINITIONS. As used in this Agreement, the following terms shall have
the following respective meanings:
"Affiliate" means, with regard to a Person, a Person that controls, is
controlled by, or is under common control with, such Person. For purposes of
this definition, "control" when used with respect to any Person means the power
to direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "affiliated," "controlling" and "controlled" having meanings
correlative to the foregoing.
"Commission" means the Securities and Exchange Commission or any other
applicable federal agency at the time administering the Securities Act.
"Exchange Act" means the Securities Exchange Act of 1934, as amended, or
any similar federal statute, and the rules and regulations of the Commission
thereunder, all as the same shall be in effect at the time.
"Investor" has the meaning set forth in the introduction to this Agreement;
provided that a Person shall cease to be an Investor under this Agreement once
such Person no longer holds any Registrable Securities; and provided, further,
that each Person who after the date hereof is issued Units and executes a
counterpart to this Agreement shall be included in the definition of "Investor"
and shall have the rights and obligations of an Investor under this Agreement.
"Partnership" means Atlantic Multifamily Limited Partnership-I, a Delaware
limited partnership.
"Partnership Agreement" means the Agreement of Limited Partnership of the
Partnership, as the same may be hereafter further amended.
"Permitted Transferee" means any Person to whom the Investors may assign
their Units in accordance with Section 2.2 of this Agreement.
"Person" means an individual, partnership, corporation, limited liability
company, estate, trust or unincorporated organization, or a government or agency
or political subdivision thereof.
"Registrable Security" means (i) any Shares issuable to an Investor upon
exchange of Units pursuant to the Partnership Agreement, (ii) any other
securities issued by the Company in exchange for any such Shares and (iii) any
securities issued by the Company as a dividend or distribution on account of
Registrable Securities or resulting from a subdivision of the outstanding
Registrable Securities into a greater number of Shares (by reclassification,
stock split or otherwise). As to any particular Registrable Securities, such
securities will cease to be Registrable Securities when (a) they have been
distributed to the public pursuant to an offering registered under the
Securities Act or (b) they have been sold to the public through a broker, dealer
or market-maker in compliance with Rule 144 under the Securities Act or (c) they
have been transferred pursuant to Section 3 to any Person who is not a Permitted
Transferee or (d) the Company has delivered a new certificate or other evidence
of ownership not bearing the legend set forth on the Shares upon the initial
issuance thereof, and, in the opinion of counsel to the Company, the subsequent
public disposition of such security shall not require the registration or
qualification under the Securities Act, or (e) such security has ceased to be
outstanding.
"Resale Rules" means Rule 144 promulgated by the Commission or any
successor to such rule or any other rule or regulation of the Commission that
may at any time permit the Investor to sell its Shares to the public without
registration.
"Securities Act" means the Securities Act of 1933, as amended, or any
similar federal statute, and the rules and regulations of the Commission
thereunder, all as the same shall be in effect at the time.
"Shares" mean the Company's Shares of Common Stock, $0.01 par value per
share, issuable to the Investors upon the conversion of Units, and any
securities that may be issued as a result of any
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stock split or dividend and any securities into which such shares may be changed
as a result of merger, consolidation, recapitalization or other similar
transaction.
"Units" shall have the meaning given to such term in the Partnership
Agreement issued to the Investors pursuant to the Contribution Agreements.
2. TRANSFER RESTRICTIONS.
2.1 Lock-Up Period. Each of the Investors hereby agrees that, except as set
forth in Section 2.2, without the prior written consent of the Company, it will
not offer, pledge, sell, contract to sell, grant any options for the sale of or
otherwise dispose of, directly or indirectly (collectively, "Dispose of"), any
Units or Shares (the "Lock-Up").
2.2 Exceptions. The following transfers of Units or Shares shall not be
subject to the Lock-Up set forth in Section 2.1.
(a) An Investor who is a natural person may Dispose of Units or Shares
to his or her spouse, siblings, parents, grandparents, any natural, adopted
or step children, nephews, nieces or other descendants or to any personal
trust in which such persons or such Investor or a combination thereof
retain the entire beneficial interest;
(b) An Investor who is a natural person may Dispose of Units or Shares
on his or her death to such Investor's estate, executor, administrator or
personal representative or to such Investor's beneficiaries pursuant to a
devise or bequest or by the laws of descent and distribution;
(c) An Investor that is a corporation, partnership or other business
entity may (i) Dispose of Units or Shares to one or more other entities
that are wholly owned or controlled, legally and beneficially, by such
Investor or by a Person or Persons that, directly or indirectly, wholly
owns and controls such Investor, (ii) Dispose of Units or Shares to an
Affiliate of the Investor or (iii) Dispose of Units or Shares by
distributing such Units or Shares in a merger, liquidation, winding up or
otherwise without consideration to the equity owners (or in partial or full
redemption of the interests held by one or more of such equity owners) of
such corporation, partnership or business entity or to any other
corporation, partnership or business entity that is wholly owned by such
equity owners;
(d) An Investor may Dispose of Units or Shares as a bona fide gift;
and
(e) An Investor may Dispose of Units or Shares pursuant to a pledge,
grant of security interest or other encumbrance effected in a bona fide
transaction with an unrelated and unaffiliated financial institution (and
to the extent such financial institution succeeds to the Investor's
interest in the Units or Shares, such financial institution shall be
admitted as a substituted limited partner in accordance with the terms of
the Partnership Agreement
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provided such financial institution acknowledges in writing and agrees to
be bound by the terms of this Agreement and the Partnership Agreement);
provided, however, that in the case of any transfer of Units or Shares
pursuant clauses (a), (c), (d) and (e), the transfer shall be effected
pursuant to an exemption from registration under the Securities Act; and
provided, further, an Investor may dispose of Shares (but not Units) at any
time and for any reason or purpose and to any Person after the first
anniversary of the date of this Agreement (provided such Shares have been
or are exempted from registration under the Securities Act, or are sold in
a transaction which is exempt from the registration requirements of the
Securities Act).
In the event any Investor Disposes of Units or Shares described in this Section
2.2, such Units shall remain subject to this Agreement and, as a condition of
the validity of such disposition, the transferee (and any pledgee who acquires
Units or Shares upon foreclosure or any transferee thereof) shall be required to
execute and deliver a counterpart of this Agreement.
3. SHELF REGISTRATION RIGHTS.
3.1 Shelf Registration.
(a) Demand. Unless previously registered, the Company shall cause to
be filed at the end of the eleventh month following the date of this
Agreement or as soon thereafter as practicable (but in no event later than
the end of the thirteenth month following the date of this Agreement), a
registration statement providing for the sale by the Investors of all of
the Registrable Securities pursuant to Rule 415 under the Securities Act in
accordance with the terms of this Agreement and the Company will use its
diligent good faith efforts to cause such registration statement to be
declared effective by the Commission as soon thereafter as is practicable.
(b) Company's Ability to Postpone. The Company shall have the
privilege to postpone, on one occasion only, the filing of a registration
statement under this Section 3.1 for a reasonable period of time (not
exceeding 60 days) if the Company furnishes the Investors with a
certificate signed by the chief executive officer of the Company stating
that, in its good faith judgment, the Company's board of directors has
determined that effecting the registration at such time would adversely
affect a material financing, acquisition, disposition of assets or stock,
merger or other comparable transaction or would require the Company to make
public disclosure of information the public disclosure of which would have
a material adverse effect upon the Company. The Company may also postpone,
on one occasion only, for up to 60 days the filing of a registration
statement under this Section 3.1 if registration rights granted to any
other holders of securities of the Company have been exercised and the
distribution pursuant thereto not yet completed.
(c) Inclusion in Shelf Registration. Any Investor who does not provide
the information reasonably requested by the Company in connection with such
registration
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statement as promptly as practicable after the receipt of a request for
information, but in no event later than twenty (20) days thereafter, shall
not be entitled to have its Registrable Securities included in such
registration statement.
3.2 Registration Procedures. If and whenever the Company is required by any
of the provisions of this Article 3 to use its diligent good faith efforts to
effect the registration of the Registrable Securities pursuant to Rule 415 under
the Securities Act, the Company shall:
(a) prepare and file with the Commission a registration statement with
respect to such securities and use its diligent good faith efforts to cause
such registration statement to become effective within ninety (90) days of
the date of filing and remain effective for as long as shall be necessary
to complete the distribution of the Registrable Securities so registered;
(b) prepare and file with the Commission such amendments and
supplements to such registration statement and the prospectus used in
connection therewith as may be necessary to keep such registration
statement effective for so long as shall be necessary to complete the
distribution of the Registrable Securities and to comply with the
provisions of the Securities Act with respect to the sale or other
disposition of all securities covered by such registration statement
whenever the holders of such Registrable Securities shall desire to sell or
otherwise dispose of the same;
(c) furnish to each seller of Registrable Securities such numbers of
copies of such registration statement, each amendment and supplement
thereto, the prospectus included in such registration statement, including
any preliminary prospectus, and any amendments or supplements thereto, and
such other documents, as such seller of Registrable Securities may
reasonably request in order to facilitate the sale or other disposition of
the Registrable Securities owned by such seller;
(d) use its diligent good faith efforts to register and qualify the
securities covered by such registration statement under such other
securities or blue sky laws of such jurisdictions as each seller of
Registrable Securities shall reasonably request, and do any and all other
acts and things reasonably requested by such seller of Registrable
Securities to assist the Investors to consummate the sale or other
disposition in such jurisdictions of the Registrable Securities owned by
such seller, except that the Company shall not for any such purpose be
required to do business as a foreign corporation in any jurisdiction
wherein it is not so qualified or to file therein any general consent to
service of process;
(e) otherwise use its diligent good faith efforts to comply with all
applicable rules and regulations of the Commission, and make available to
its security holders, as soon as reasonably practicable, an earning
statement covering the period of at least twelve months, beginning with the
first fiscal quarter beginning after the effective date of the registration
statement, which earning statement shall satisfy the provisions of Section
11(a) of the Securities Act;
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(f) use its diligent good faith efforts to list such securities on any
securities exchange on which any securities of the Company are then listed,
if the listing of such securities is then permitted under the rules of such
exchange; and
(g) notify each seller of Registrable Securities, at any time when a
prospectus relating to such registration statement is required to be
delivered under the Securities Act, of the happening of any event of which
it has knowledge as a result of which the prospectus included in such
registration statement, as then in effect, contains an untrue statement of
a material fact or omits to state a material fact required to be stated
therein or necessary to make the statements therein not misleading in the
light of the circumstances then existing; and promptly update the
registration statement and prospectus as necessary to correct such
statement or omission.
3.3 Expenses. Except as set forth in the following sentence, all expenses
incurred in the registration of Registrable Securities in accordance with
Section 3.2 of this Agreement (including fees and disbursements of counsel for
the Company) shall be borne by the Company. Notwithstanding the foregoing
sentence, all brokerage discounts and commissions and the costs fees and
disbursements of counsel for the Investors shall be paid solely by the
Investors.
3.4 Indemnification. In the event any Registrable Securities are included
in a Registration Statement under this Section 3:
(a) Indemnity by Company. Without limitation of any other indemnity
provided to any Investor, to the extent permitted by law, the Company will
indemnify and hold harmless each Investor and its directors, officers,
employees, agents and partners and each Person, if any, who controls such
Investor (within the meaning of the Securities Act or the Exchange Act),
against any losses, claims, damages, liabilities and expenses (joint or
several) to which they may become subject under the Securities Act, the
Exchange Act or other federal or state law, insofar as such losses, claims,
damages, liabilities and expenses (or actions in respect thereof) arise out
of or are based upon any of the following statements, omissions or
violations (collectively a "Violation"): (i) any untrue statement or
alleged untrue statement of a material fact contained in any registration
statement (including any preliminary prospectus or final prospectus
contained therein or any amendments or supplements thereto), (ii) 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 under which they were made, not misleading, or (iii) any
violation or alleged violation by the Company of the Securities Act, the
Exchange Act, any state securities law or any rule or regulation
promulgated under the Securities Act, the Exchange Act or any state
securities law, and the Company will reimburse such Investor and its
directors, officers, employees, agents and partners, and any controlling
person thereof, for any reasonable legal or other expenses incurred by them
in connection with investigating or defending any such loss, claim, damage,
liability, expense or action; provided, however, that the Company shall not
be liable in any such case for any such loss, claim, damage, liability,
expense or action to the extent that it arises out of or is based upon a
Violation that occurs in reliance upon and
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in conformity with written information furnished expressly for use in connection
with such registration by any such Investor or controlling person thereof.
(b) Indemnity by Investors. In connection with any registration statement
in which an Investor is participating, each such Investor will furnish to the
Company in writing such information and affidavits as the Company reasonably
requests for use in connection with any such registration statement or
prospectus and, to the extent permitted by law, will indemnify the Company, its
directors, officers, employees and agents and each Person who controls the
Company (within the meaning of the Securities Act or Exchange Act) against any
losses, claims, damages, liabilities and expenses resulting from any Violation
which occurs solely in reliance upon and in conformity with any information or
affidavit so furnished in writing by such Investor expressly for use in
connection with such registration; provided, that the obligation to indemnify
will be several and not joint and several with any other Person and will be
limited to the net amount received by such Investor from the sale of Registrable
Securities pursuant to such registration statement.
(c) Notice; Right to Defend. Promptly after receipt by an indemnified party
under this Section 3.4 of notice of the commencement of any action (including
any governmental action), such indemnified party will, if a claim in respect
thereof is to be made against any indemnifying party under this Section 3.4,
deliver to the indemnifying party a written notice of the commencement thereof
and the indemnifying party shall have the right to participate in, and, if the
indemnifying party agrees in writing that it will be responsible for any costs,
expenses, judgments, damages and losses incurred by the indemnified party with
respect to such claim, jointly with any other indemnifying party similarly
noticed, to assume the defense thereof with counsel mutually satisfactory to the
parties; provided, however, that an indemnified party shall have the right to
retain its own counsel, with the fees and expenses to be paid by the
indemnifying party, if the indemnified party reasonably believes that
representation of such indemnified party by the counsel retained by the
indemnifying party would be inappropriate due to actual or potential differing
interests between such indemnified party and any other party represented by such
counsel in such proceeding. The failure to deliver written notice to the
indemnifying party within a reasonable time of the commencement of any such
action shall relieve such indemnifying party of any liability to the indemnified
party under this Section 3.4 only if and to the extent that such failure is
prejudicial to its ability to defend such action, and the omission so to deliver
written notice to the indemnifying party will not relieve it of any liability
that it may have to any indemnified party other than under this Section 3.4.
(d) Contribution. If the indemnification provided for in this Section 3.4
is held by a court of competent jurisdiction to be unavailable to an indemnified
party with respect to any loss, liability, claim, damage or expense referred to
therein, then the indemnifying party, in lieu of indemnifying such indemnified
party thereunder, shall contribute to the amount paid or payable by such
indemnified party as a result of such loss, liability, claim, damage or expense
in such proportion as is appropriate to reflect the relative fault of the
indemnifying party on the one hand and of the indemnified party on the other
hand in
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connection with the statements or omissions which resulted in such loss,
liability, claim, damage or expense as well as any other relevant equitable
considerations. The relevant fault of the indemnifying party and the
indemnified party shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the
omission to state a material fact relates to information supplied by the
indemnifying party or by the indemnified party and the parties' relative
intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission. Notwithstanding the foregoing, the
amount any Investor shall be obligated to contribute pursuant to this
Section 3.4(d) shall be limited to an amount equal to the proceeds to such
Investor of the Registrable Securities sold pursuant to the registration
statement which gives rise to such obligation to contribute (less the
aggregate amount of any damages which the Investor has otherwise been
required to pay in respect of such loss, claim, damage, liability or action
or any substantially similar loss, claim, damage, liability or action
arising from the sale of such Registrable Securities).
(e) Survival of Indemnity. The indemnification provided by this
Section 3.4 shall be a continuing right to indemnification and shall
survive the registration and sale of any securities by any Person entitled
to indemnification hereunder and the expiration or termination of this
Agreement.
3.5 Rule 144. In order to permit the Investors to sell the Registrable
Securities they hold, if they so desire, from time to time pursuant to Rule 144
under the Securities Act, or any successor to such rule, the Company shall make
available adequate current public information and file with the Commission in a
timely manner all reports and other documents required of the Company under the
Exchange Act, and perform any other act which is required of the issuer of
securities as a condition to a seller being permitted to sell securities under
Rule 144 or any successor to such Rule.
3.6 Limitations. The Investors shall not, without prior written consent of
the Company, effect any public sale or distribution (including sales pursuant to
the Resale Rules under the Securities Act) of securities of the Company during
any period commencing 30 days prior to and ending 60 days after the offering of
any securities by the Company for its benefit, other than pursuant a
registration statement on Form S-8 or any successor form; provided that the
Company gives written notice to the Investors prior to such period.
4. MISCELLANEOUS.
4.1 Notices.
(a) All communications under this Agreement shall be in writing and
shall be delivered by reputable overnight courier or shall be mailed by
registered or certified mail, postage prepaid,
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(i) if to the Company, at:
Security Capital Atlantic Incorporated
Six Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxx, Xxxxxxx 00000
Attn: Secretary
or at such other address as it may have furnished in writing to the
holders of Registrable Securities at the time outstanding, or
(ii) if to any Person who is the registered holder of Registrable
Securities, to the address of such Investor as it appears in the stock
ledger of the Company or in the records of the Partnership.
(b) Any notice so addressed shall be deemed given when received.
4.2 Successors and Assigns. Except as otherwise expressly provided herein,
this Agreement shall inure to the benefit of and be binding upon the successors
and assigns of the Company and each of the Investors. Without the prior written
consent of the Company, which consent shall not be unreasonably withheld, the
rights of the Investors to cause the Company to effect a registration of
Registrable Securities may not be transferred other than to a Permitted
Transferee.
4.3 Amendment and Waiver. This Agreement may be amended, and the observance
of any term of this Agreement may be waived, but only with the written consent
of the Company and the Investors holding a majority of the Registrable
Securities; provided, however, that no such amendment or waiver shall take away
any registration right of any Investor or reduce the amount of reimbursable
costs to any Investor in connection with any registration hereunder or waive or
amend any Investor's rights to indemnification without the consent of such
Investor; further provided, however, that without the consent of any other
Investor, any Investor may from time to time enter into one or more agreements
amending, modifying or waiving the provisions of this Agreement if such action
does not adversely affect the rights or interest of any other Investor. No delay
on the part of any party is in the exercise of any right, power or remedy shall
operate as a waiver thereof, nor shall any single or partial exercise by any
party of any right, power or remedy preclude other or further exercise thereof,
or the exercise of any other right, power or remedy.
4.4 Counterparts. One or more counterparts of this Agreement may be
signed by the parties, each of which shall be an original but all of which
together shall constitute one and the same instrument.
4.5 Governing Law. This Agreement shall be construed in accordance with
and governed by the internal laws of the State of Maryland, which shall prevail
in all matters arising under or in connection with this Agreement.
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4.6 Invalidity of Provisions. If any provision of this Agreement is or
becomes invalid, illegal or unenforceable in any respect, the validity, legality
and enforceability of the remaining provisions contained herein shall not be
affected thereby.
4.7 Headings. The headings in this Agreement are for convenience of
reference only and shall not be deemed to alter or affect the meaning or
interpretation of any provisions hereof.
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SIGNATURE PAGE TO
TRANSFER AND REGISTRATION RIGHTS AGREEMENT
DATED AS OF APRIL 30, 1998
BY AND AMONG
SECURITY CAPITAL ATLANTIC INCORPORATED
AND CERTAIN INDIVIDUALS AND ENTITIES
IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the
date and year first above written.
COMPANY:
SECURITY CAPITAL ATLANTIC
INCORPORATED
By: /s/ J. Xxxxxxx Xxxxxxx
-------------------------------
J. Xxxxxxx Xxxxxxx
Managing Director
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SIGNATURE PAGE TO
TRANSFER AND REGISTRATION RIGHTS AGREEMENT
DATED AS OF APRIL 30, 1998
BY AND AMONG
SECURITY CAPITAL ATLANTIC INCORPORATED
AND CERTAIN INDIVIDUALS AND ENTITIES
IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the
date and year first above written.
INVESTORS:
X.X. XXXXXXXX CO.
By: /s/ Xxxxx X. Xxxxxxxx
-------------------------------
Name: Xxxxx X. Xxxxxxxx
-----------------------------
Title: President
----------------------------
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SIGNATURE PAGE TO
TRANSFER AND REGISTRATION RIGHTS AGREEMENT
DATED AS OF APRIL 30, 1998
BY AND AMONG
SECURITY CAPITAL ATLANTIC INCORPORATED
AND CERTAIN INDIVIDUALS AND ENTITIES
IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the
date and year first above written.
INVESTORS:
/s/ Xxxxxxx X. Xxxxx, Xx.
---------------------------------------
XXXXXXX X. XXXXX, XX.
WHITE-CAVU LIMITED PARTNERSHIP
By: Xxxxxxx X. Xxxxx, Xx.
------------------------------------
Name: Xxxxxxx X. Xxxxx, Xx.
----------------------------------
Title: General Partner
---------------------------------
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SIGNATURE PAGE TO
TRANSFER AND REGISTRATION RIGHTS AGREEMENT
DATED AS OF APRIL 30, 1998
BY AND AMONG
SECURITY CAPITAL ATLANTIC INCORPORATED
AND CERTAIN INDIVIDUALS AND ENTITIES
IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the
date and year first above written.
INVESTORS:
/s/ Xxxxxx Xxxxxx III
----------------------------------------
SIGNATURE PAGE TO
TRANSFER AND REGISTRATION RIGHTS AGREEMENT
DATED AS OF APRIL 30, 1998
BY AND AMONG
SECURITY CAPITAL ATLANTIC INCORPORATED
AND CERTAIN INDIVIDUALS AND ENTITIES
IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the
date and year first above written.
INVESTORS:
/s/ G. Xxx Xxxx, Jr.
_________________________________
G. XXX XXXX, JR.
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SIGNATURE PAGE TO
TRANSFER AND REGISTRATION RIGHTS AGREEMENT
DATED AS OF APRIL 30, 1998
BY AND AMONG
SECURITY CAPITAL ATLANTIC INCORPORATED
AND CERTAIN INDIVIDUALS AND ENTITIES
IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the
date and year first above written.
INVESTORS:
/s/ Xxxxxx X. Xxxxxx
______________________________
XXXXXX X. XXXXXX
16
SIGNATURE PAGE TO
TRANSFER AND REGISTRATION RIGHTS AGREEMENT
DATED AS OF APRIL 30, 1998
BY AND AMONG
SECURITY CAPITAL ATLANTIC INCORPORATED
AND CERTAIN INDIVIDUALS AND ENTITIES
IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the
date and year first above written.
INVESTORS:
/s/ Xxxx X. Xxxxxxxxx
---------------------------------------
XXXX X. XXXXXXXXX
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SIGNATURE PAGE TO
TRANSFER AND REGISTRATION RIGHTS AGREEMENT
DATED AS OF APRIL 30, 1998
BY AND AMONG
SECURITY CAPITAL ATLANTIC INCORPORATED
AND CERTAIN INDIVIDUALS AND ENTITIES
IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the
date and year first above written.
INVESTORS:
ELM LAND CO.
By: /s/ Xxxxxx X. Xxx
----------------------------------
Name: Xxxxxx X. Xxx
--------------------------------
Title: General Partner
-------------------------------
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SIGNATURE PAGE TO
TRANSFER AND REGISTRATION RIGHTS AGREEMENT
DATED AS OF APRIL 30, 1998
BY AND AMONG
SECURITY CAPITAL ATLANTIC INCORPORATED
AND CERTAIN INDIVIDUALS AND ENTITIES
IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the
date and year first above written.
INVESTORS:
THE SPRINGS COMPANY
By: /s/ Xxxxxxx X. Xxxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: President
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SIGNATURE PAGE TO
TRANSFER AND REGISTRATION RIGHTS AGREEMENT
DATED AS OF APRIL 30, 1998
BY AND AMONG
SECURITY CAPITAL ATLANTIC INCORPORATED
AND CERTAIN INDIVIDUALS AND ENTITIES
IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the
date and year first above written.
INVESTORS:
CLOSE FAMILY PARTNERSHIP
By: /s/ Xxxxxxx X. Xxxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: President
The Springs Company under
Power of Attorney for
Xxxxxxxx Close Boules,
Managing General Partner,
Close Family Partnership
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SIGNATURE PAGE TO
TRANSFER AND REGISTRATION RIGHTS AGREEMENT
DATED AS OF APRIL 30, 1998
BY AND AMONG
SECURITY CAPITAL ATLANTIC INCORPORATED
AND CERTAIN INDIVIDUALS AND ENTITIES
IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the
date and year first above written.
INVESTORS:
/S/ XXX XXX
-------------------------
XXX XXX
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