EXHIBIT 10.12
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), which shall be
effective as of May 30, 1997, is made and entered into by and among New Century
Financial Corporation, a Delaware corporation (the "Company"), and the
shareholders whose names are set forth on the signature pages hereto (the
"Stockholders").
RECITALS
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WHEREAS, the Company has agreed to provide the registration rights set
forth in this Agreement with respect to the "Registrable Securities" (as such
term is defined in Section 1) to the Stockholders;
NOW, THEREFORE, in consideration of the foregoing premises and the
mutual covenants and agreements herein contained, the parties, intending to be
legally bound, hereby agree as follows:
1. Definitions. For purposes of this Agreement:
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(a) the term "Common Stock" means the Company's Common Stock, $.01 par
value, and any class of securities issued in exchange for the Common Stock or
into which the Common Stock is converted;
(b) the term "Founding Managers" means Xxxxxx X. Xxxx, Xxxx X.
Xxxxxxx, Xxxxxx X. Xxxxxx and Xxxxxx X. Xxxxxxxxx;
(c) the term "Holder" means any person owning of record Registrable
Securities or any permitted assignee thereof in accordance with Section 10
hereof;
(d) the term "Initiating Holders" means the Holders of 25% or more of
the Registrable Securities then outstanding (other than the Registrable
Securities held by Founding Managers who are then employees of the Company);
(e) the term "Registrable Securities" means: (i)
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the shares of Common Stock set forth on Schedule 1 attached hereto (the
"Registrable Common Stock") which are (x) held by the Stockholders, (y) issued
to the Stockholders upon conversion of the Stockholders' shares of Series A
Preferred Stock and Series B Preferred Stock of the Company, and (z) issued to
the Stockholders upon exercise of the Stockholders' Warrants to Purchase
Common Stock of the Company, and (ii) any Common Stock of the Company issued
as (or issuable upon the conversion or exercise of any warrant, right or other
security which is issued as) a dividend or other distribution with respect to,
or in exchange for or in replacement of, the Registrable Common Stock,
excluding in all cases, however, any shares of Common Stock that (x) are sold
by a Holder in a transaction in which its rights under this Agreement are not
assigned, (y) may be sold under Rule 144(k) of the Securities Act of 1933, as
amended (the "1933 Act"), or (z) are currently registered under an effective
registration statement;
(f) the term "Registration Expenses" means all reasonable fees and
disbursements of one counsel to the Holders (as a group) selected by the
Initiating Holders and all expenses incurred by the Company in complying with
Sections 2 and 3 hereof, including, without limitation, all registration and
filing fees, printing expenses, fees and disbursements of counsel for the
Company, and blue sky fees and expenses (but not including the compensation of
regular employees of the Company which shall be paid in any event by the
Company);
(g) the terms "register," "registered" and "registration" refer to a
registration effected by pre paring and filing a registration statement or
similar document in compliance with the 1933 Act, and the declaration or
ordering of the effectiveness of such registration statement or document by
the Securities and Exchange Commission (the "SEC");
(h) the term "Selling Expenses" means all underwriting discounts and
selling commissions applicable to the sale of Registrable Securities and the
fees and disbursements of any counsel, other than the primary counsel to the
Holders, engaged by the Holders; and
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(i) the number of shares of Registrable Securities "then outstanding"
shall be the number of shares of Common Stock outstanding which are, and the
number of shares of Common Stock which upon exercise or conversion of then
exercisable or convertible securities will be, Registrable Securities.
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2. Demand Registration Rights.
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(a) If the Company shall receive, at any time commencing after
November 22, 1998 a written request from the Initiating Holders with respect
to the Registrable Securities that the Company file a registration statement
under the 1933 Act covering the registration of at least 40% of the
Registrable Securities then outstanding (or any lesser percentage if the
anticipated aggregate offering price, net of underwriting discounts and
commissions, would exceed $1,000,000), the Company shall promptly give written
notice of such request to all Holders and shall as soon as practicable,
subject to the limitations of this Section 2, effect the registration under
the 1933 Act of all such Registrable Securities which the Initiating Holders
request to be registered, together with all of the Registrable Securities of
any other Holder or Holders who so request by notice to the Company which is
given within 15 days after the notice from the Company described above;
provided, however, that (i) in no event shall the Company be required to
effect a registration of Registrable Securities if the anticipated aggregate
offering price, net of underwriting discounts and commissions, would be less
than $1,000,000, and (ii) only Cornerstone Fund I, L.L.C. ("Cornerstone") has
the right to request the Company to file a registration statement under the
1933 Act for an initial public offering of the Common Stock of the Company.
Notwithstanding the foregoing, if the Company shall furnish to the Initiating
Holders a cer tificate signed by the President of the Company stating that in
the good faith judgment of the Board of Directors it would be seriously
detrimental to the Company for a registration statement to be filed in the
near future, then the Company's obligation to use its best efforts to file a
registration statement shall be deferred for a period not to exceed 120 days;
provided, however, that the Company shall not obtain such a deferral more than
once in any 12-month period.
(b) If the Initiating Holders intend to dis tribute the Registrable
Securities covered by their re quest by means of an underwriting, they shall
so advise the Company as a part of their request made pursuant to this Section
2 and the Company shall include such informa tion in the written notice
referred to in Section 2(a).
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In such event, the right of any Holder to include its Registrable Securities
in such registration shall be conditioned upon such Holder's participation in
such underwriting and the inclusion of such Holder's Registrable Securities in
the underwriting (unless oth erwise mutually agreed by a majority in interest
of the Initiating Holders, by the underwriter, by the Company, and by such
Holder) to the extent provided herein.
(c) All Holders proposing to distribute their securities through such
underwriting (together with the Company as provided in Section 4(e)) shall
enter into an underwriting agreement in customary form with the repre
sentative of the underwriter or underwriters selected for such underwriting by
a majority in interest of the Initiating Holders and reasonably acceptable to
the Com pany. Notwithstanding any other provisions of this Sec tion 2, if
the underwriter advises the Initiating Holders in writing that marketing
factors require a limitation of the number of shares to be underwritten, the
Initiating Holders shall so advise all Holders of Registrable Securities. Any
reduction in the number of shares of Registrable Securities included in the
registration and underwriting shall be borne (i) first, by the Founding
Managers who are then employees of the Company, pro rata based on the number
of shares, if any, for which registration was requested by such Holders, and
(ii) second, by other Holders of Registrable Securities including any Founding
Managers who are not then employees of the Company, pro rata based on the
number of shares, if any, for which registration was requested by such
Holders. No Registrable Securities excluded from the underwriting by reason of
the underwriter's marketing limitation shall be included in such registration.
If any Holder of Registrable Securities disapproves of the terms of the
underwriting, such person may elect to withdraw therefrom by written notice to
the Company, the underwriter and, unless otherwise provided, the Initiating
Holders. The securities so withdrawn shall also be withdrawn from
registration. If the underwriter has not limited the number of Registrable
Securities to be underwritten, the Company may include its securities for its
own account in such registration if the underwriter so agrees and if the
number of Registrable Securities which would otherwise have been included in
such registration and underwriting
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will not thereby be limited.
(d) The Company is obligated to effect only three demand registrations
for the Holders pursuant to this Section 2. A registration will not count as
one of the three demand registrations until such registration has become
effective. If the Company qualifies to file a Form S-2 or S-3 or any similar
short-form registration ("Short-Form Registration") covering the registration
of the Registrable Securities for which registration was requested, the
Company may elect to register such Registrable Securities on a Short-Form
Registration and such Short-Form Registration shall be in satisfaction of the
Holders' demand registration rights.
(e) The Company shall not be obligated to effect a demand registration
within 180 days after the effective date of a previous demand registration or
a previous registration in which the holders of Registrable Securities were
given piggy-back registration rights pursuant to Section 3 hereof and in which
there was no reduction in the number of Registrable Securities requested to be
included.
(f) After the Company has become subject to the reporting requirements
of the Securities Exchange Act of 1934, as amended (the "1934 Act"), the
Company will use reasonable efforts to make Short-Form Registrations available
for the sale of Registrable Securities but shall not be obligated to do so.
3. Piggy-back Registration Rights. If, at any time the Company
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proposes to register (including for this purpose a registration effected by the
Company for stock holders other than the Holders) any of its securities under
the 1933 Act in connection with a public offering of such securities solely for
cash (other than a registration form relating to: (a) a registration of a stock
option, stock purchase or compensation or incentive plan or of stock issued or
issuable pursuant to any such plan, or a dividend investment plan; (b) a
registration of securities proposed to be issued in exchange for securities or
assets of or in connection with a merger or consolidation with, another
corporation; or (c) a registration of securities proposed to be issued in
exchange for other securities of the Company),
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the Company shall, each such time, promptly give each Holder written notice of
such registration. Upon the written request of any Holder given within 15 days
after receipt of such written notice from the Company in accordance with Section
14, the Company shall subject to the provisions of Section 7 (in the case of an
underwritten offering), use its best efforts to cause to be registered under the
1933 Act all of the Registrable Securities that each such Holder has requested
to be registered.
4. Obligations of the Company. Whenever required under this
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Agreement to effect the registration of any Registrable Securities, the Company
shall, as expeditiously as reasonably possible:
(a) Prepare and file with the SEC a registration statement with
respect to such Registrable Securities and use its best efforts to cause such
registration statement to become effective and, upon the request of the
Holders of a majority of the Registrable Securities registered thereunder,
keep such registration effective for up to 180 days; provided, however, that
the Company may suspend effectiveness of any such registration effected
pursuant to this Section 4(a) in the event, and for such period of time as,
such a suspension is required by the rules and regulations of the SEC, in
which case the Company will use its best efforts to cause such suspension to
terminate at the earliest possible date;
(b) Prepare and file with the SEC such amendments and supplements to
such registration statement and the prospectus used in connection with such
registration statement as may be necessary to comply with the provi sions of
the 1933 Act with respect to the disposition of all securities covered by such
registration statement;
(c) Furnish to the Holders such numbers of copies of a prospectus,
including a preliminary prospectus, in conformity with the requirements of the
1933 Act, and such other documents as they may reasonably request in order to
facilitate the disposition of Registrable Securities owned by them;
(d) Use its best efforts to register and qualify the securities
covered by such registration statement
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under the securities laws of such jurisdictions as the Company believes shall
be reasonably appropriate for the distribution of the securities covered by
the registration statement and such jurisdictions as the Holders participating
in the offering shall reasonably request, provided that the Company shall not
be required in connection therewith or as a condition thereto to qualify to do
business or to file a general consent to service of process in any such
jurisdiction, and further provided that (anything in this Agreement to the
contrary notwithstanding with respect to the bearing of expenses) if any
jurisdiction in which the securities shall be qualified shall require that
expenses incurred in connection with the qualification of the securities in
that jurisdiction be borne by selling stockholders and provided there is no
exemption from such requirement by reason of the Company's obligation to pay
such expenses pursuant to the foregoing provisions of this Section 4, such
expenses shall be payable by the selling Holders pro rata, to the extent
required by such jurisdiction; and
(e) In the event of any underwritten public offering, enter into and
perform its obligations under an underwriting agreement with customary terms
reasonably satisfactory to the managing underwriter of such offering. Each
Holder participating in such underwriting shall also enter into and perform
its obligations under such an agreement.
5. Furnish Information. It shall be a condition precedent to the
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obligations of the Company to take any ac tion pursuant to this Agreement that
the selling Holders shall furnish to the Company such information regarding
themselves, the Registrable Securities held by them, and the intended method of
disposition of such securities as shall be required to effect the registration
of their Registrable Securities. In that connection, each selling Holder shall
be required to represent to the Company that all such information which is given
is both complete and accurate in all material respects.
6. Expenses of Registration. All Registration Expenses incurred in
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connection with any registration, qualification or compliance pursuant to this
Agreement shall be borne by the Company, and all Selling Expenses shall be
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borne by the Holders of the securities so registered pro rata on the basis of
the number of shares so registered.
7. Underwriting Requirements. The right of any Holder to
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"piggyback" in an underwritten public offering of the Company's securities
pursuant to Section 3 shall be con ditioned upon such Holder's participation in
such underwrit ing and the inclusion of such Holder's Registrable Securi ties
in the underwriting to the extent provided herein. All Holders proposing to
distribute their securities through such underwriting shall (together with the
Company and any other holders distributing their securities through such
underwriting) enter into an underwriting agreement in cus tomary form with the
underwriter or underwriters selected for underwriting by the Company.
Notwithstanding any other provision of Section 3 and this Section 7, if the
under writer determines that marketing factors require a limita tion of the
number of shares to be underwritten, the un derwriter may exclude some or all
Registrable Securities from such registration and underwriting. Any reduction
in the number of Registrable Securities included in such registration shall be
borne first by the Founding Managers pro rata based on the number of shares, if
any, for which registration was requested by the Founding Managers, and then
equally by the other Holders as a group pro rata based on the number of shares
for which registration was requested by such Holders. If any Holder disapproves
of the terms of any such underwriting, it may elect to withdraw therefrom by
written notice to the Company and the underwriter. Any Registrable Securities
excluded or withdrawn from such underwriting shall be withdrawn from such
registration.
8. Delay of Registration. No Holder shall have any right to obtain
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or seek an injunction restraining or otherwise delaying any such registration as
a result of any controversy that might arise with respect to the interpreta
tion or implementation of this Agreement.
9. Indemnification. If any Registrable Securi ties are included in
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a registration statement under this Agreement:
(a) To the extent permitted by law, the Company will indemnify and
hold harmless each Holder, the officers, directors, partners and members of
each Holder,
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any underwriter (as defined in the 0000 Xxx) for such Holder and each person,
if any, who controls such Holder or underwriter within the meaning of the 1933
Act or the 1934 Act, against any losses, claims, damages, or liabili ties
(joint or several) to which they or any of them may become subject under the
1933 Act, the 1934 Act or any other federal or state law, insofar as such
losses, claims, damages, or liabilities (or actions in respect thereof) arise
from 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 such 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 not misleading; or (iii) any violation or
alleged violation by the Company of the 1933 Act, the 1934 Act, any state
securities law or any rule or regulation promulgated under the 1933 Act, the
1934 Act or any state securities law; and the Company will reimburse each such
Holder, officer, director or partner, underwriter or controlling person for
any legal or other expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, damage, liability, or action;
provided, however, that the indemnity agreement contained in this Section 9
shall not apply to amounts paid in settlement of any such loss, claim, damage,
liability or action if such settlement is effected without the consent of the
Company (which consent shall not be unreasonably withheld), nor shall the
Company be liable in any such case for any such loss, claim, damage,
liability, or action to the extent that it arises from or is based upon a
violation which occurs in reliance upon and in conformity with written
information furnished expressly for use in connection with such registration
by any such Holder, underwriter or controlling person.
(b) To the extent permitted by law, each selling Holder will indemnify
and hold harmless the Company, each of its directors, each of its officers who
have signed the registration statement, each person, if any, who controls the
Company within the meaning of the 1933 Act, any underwriter (within the
meaning of the 0000 Xxx) for the
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Company, any person who controls such underwriter, any other Holder selling
securities in such registration statement or any of its directors or officers
or any person who controls such Holder against any losses, claims, damages or
liabilities (joint or several) to which the Company or any such director,
officer, controlling person, or underwriter or other such Holder or director,
officer or controlling person may become subject, under the 1933 Act, the 1934
Act or any other federal or state law, insofar as such losses, claims,
damages, or liabilities (or actions in respect thereto) arise from or are
based upon any Violation, in each case to the extent (and only to the extent)
that such Violation occurs in reliance upon and in conformity with written
information furnished by such Holder expressly for use in connection with such
registration; and each such Holder will reimburse any legal or other expenses
reasonably incurred by the Company or any such director, officer, controlling
person, underwriter or controlling person, other Holder, officer, director or
controlling person in connection with investigation or defending any such
loss, claim, damage, liability, or action; provided, however, that the
indemnity agreement contained in this Section 9 shall not apply to amounts
paid in settlement of any such loss, claim damage, liability or action if such
settlement is effected without the consent of the Holder which consent shall
not be unreasonably withheld; provided, further, that in no event shall any
indemnity under this Section 9(b) exceed the gross proceeds from the offering
received by the Holder.
(c) In order to provide for just and equitable contribution in
circumstances in which the indemnification provided for in this Section 9 is
applicable but for any reason is held to be unavailable from the Company or
any Holder, the Company and the Holders participating in the registration
shall contribute to the aggregate losses, claims, damages and liabilities
(including any investigation, legal and other expenses incurred in connection
with, and any amount paid in settlement of, any action, suit or proceeding or
any claims asserted) to which the Company and the participating Holders may be
subject in such proportion so that the participating Holders are responsible
for that portion of the foregoing amount represented by the ratio of the
proceeds received
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by the participating Holders in the offering to the total proceeds received
from the offering by the Company and all selling stockholders (other than
participating Holders) and the Company shall be responsible for the portion
represented by the ratio of proceeds received by the Company to the total
proceeds received by the Company and all selling stockholders (other than
participating Holders); provided, however, that no person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the 0000 Xxx) shall
be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. For purposes of this Section 9(c), each person,
if any, who controls the Company or any Holder within the meaning of the 1933
Act, each officer of the Company who shall have signed the registration
statement and each director of the Company shall have the same rights to
contribution as the Company.
(d) No settlement shall be effected without the prior written consent
of the Holders participating in a registration unless (i) the obligations of
the Company for indemnification or contribution pursuant to this Agreement
survive and are not extinguished by reason of the settlement and remain in
full force and effect under applicable federal and state laws, rules,
regulations and orders or (ii) all claims and actions against the
participating Holders and each person who controls a participating holder
within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act
are extinguished by the settlement and the indemnifying party obtains a full
release of all claims and actions against the participating Holders and each
such control person, which release shall be to the reasonable satisfaction of
the participating Holders.
(e) Promptly after receipt by an indemnified party under this Section
9 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 9, notify the
indemnifying party in writing of the commencement thereof and the indemnifying
party shall have the right to participate in, and, to the extent the
indemnifying party so desires, jointly with any other indemnifying party
similarly noticed, to assume the
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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
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 notify an indemnifying party
within a reasonable time of the commencement of any such action, to the extent
prejudicial to its ability to defend such action, shall relieve such
indemnifying party of any liability to the indemnified party under this
Section 9, but the omission so to notify the indemnifying party will not
relieve it of any liability that it may have to any indemnified party
otherwise than under this Section 9.
(f) The obligations of the Company and the Holders under this Section
9 shall survive through the completion of any offering of Registrable
Securities in a registration statement made under the terms of this Agreement
and otherwise.
10. Assignment of Registration Rights. The rights to cause the
---------------------------------
Company to register Registrable Securities pursuant to this Agreement may be
assigned by a Holder to a transferee or assignee of such securities to the
extent such transferee or assignee acquires at least 150,000 shares (as
presently constituted) of Registrable Securities originally purchased or
purchasable by the transferor on the date hereof held by transferor provided the
Company is, within a reasonable time after such transfer, furnished with written
notice of the name and address of such transferee or assignee and the securities
with respect to which such registration rights are being assigned; provided,
however, that no such assignment shall be effective if, immediately following
the transfer, the transferee is free to dispose of all of such securities
without regard to any restrictions imposed under the 1933 Act (including,
without limitation, the volume limitations of Rule 144 promulgated under the
1933 Act). Any transferee asserting registration rights hereunder shall be
bound by the applicable provisions of this Agreement.
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11. "Market Stand-off" Agreement. Each Holder hereby agrees that it
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shall not, to the extent requested by the Company and an underwriter of Common
Stock (or other securities) of the Company, sell or otherwise transfer or
dispose of any Registrable Securities in a market transaction during the 180-day
period following the effective date of a registration statement of the Company
filed under the 1933 Act; provided, however, that:
(a) such agreement shall be applicable only to any registration in
which any of the Holders of Registrable Securities have rights to participate
under the terms of this Agreement (provided that such agreement shall not
apply to any shares which are included in any such registration); and
(b) all officers, directors and significant stockholders (i.e., those
stockholders who beneficially own greater than 5% of the Company's outstanding
stock) of the Company and all other persons with registration rights (whether
or not pursuant to this agreement) enter into similar agreements.
In order to enforce the foregoing covenant, the Company may impose
stop-transfer instructions with respect to the Registrable Securities of each
Holder (and the shares or securities of every other person subject to the
foregoing restriction) until the end of such 180-day period.
12. Amendments and Waivers. The provisions of this Agreement,
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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, unless the Company has obtained the written consent of Holders
of at least a majority of the then outstanding Registrable Securities.
Notwithstanding the foregoing, a waiver or consent to departure from the
provisions hereof with respect to a matter which relates exclusively to the
rights of Holders of Registrable Securities whose securities are being sold
pursuant to a registration statement and which does not directly or indirectly
affect the rights of other holders of Registrable Securities may be given by the
holders of a majority of the Registrable Securities being sold; provided,
however, that the provisions of this sentence may not be amended, modified or
supplemented except
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in accordance with the provisions of the immediately preceding sentence.
13. Notices. All notices, demands and requests required by this
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Agreement shall be in writing and shall be deemed to have been given for all
purposes (a) upon personal delivery, (b) one business day after being sent, when
sent by professional overnight courier service from and to locations within the
continental United States, or (c) five days after posting when sent by
registered or certified mail (return receipt requested), addressed to the
Company or a Stockholder at his, her or its address set forth on the signature
pages hereof. Any party hereto may from time to time by notice in writing
served upon the others as provided herein, designate a different mailing address
or a different person to which such notices or demands are thereafter to be
addressed or delivered.
14. Successors and Assigns. Except as otherwise provided herein,
----------------------
this Agreement shall inure to the benefit of and be binding upon the successors
and assigns of each of the parties, including, without limitation and without
the need for an express assignment, subsequent holders of Registrable Securities
to which the registration rights granted by this Agreement have been assigned as
permitted herein.
15. Counterparts. This Agreement may be executed in separate
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counterparts, each of which shall be deemed to be an original, and when
executed, separately or together, shall constitute a single original instrument,
effective in the same manner as if the parties hereto had executed one and the
same instrument.
16. Captions. Captions are provided herein for convenience only and
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they are not to serve as a basis for interpretation or construction of this
Agreement, nor as evidence of the intention of the parties hereto.
17. Cross-References. All cross-references in this Agreement, unless
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specifically directed to another agreement or document, refer to provisions
within this Agreement.
18. Governing Law. This Agreement shall be
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governed by, interpreted under, and construed and enforced in accordance with
the internal laws, and not the laws pertaining to conflicts or choice of laws,
of the State of California applicable to agreements made and to be performed
wholly within the State of California.
19. Severability. The provisions of this Agree ment are severable.
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The invalidity, in whole or in part, of any provision of this Agreement shall
not affect the validity or enforceability of any other of its provisions. If one
or more provisions hereof shall be declared invalid or unenforceable, the
remaining provisions shall remain in full force and effect and shall be
construed in the broadest possible manner to effectuate the purposes hereof.
The parties further agree to replace such void or unenforceable provisions of
this Agreement with valid and enforceable provisions which will achieve, to the
extent possible, the economic, business and other purposes of the void or
unenforceable provisions.
20. Entire Agreement. This Agreement contains the entire
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understanding among the parties hereto with respect to the subject matter hereof
and supersedes all prior written and oral agreements, understandings, commit
ments and practices between the parties, including all prior agreements with
respect to registration rights.
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IN WITNESS WHEREOF, the parties hereto have executed this Registration
Rights Agreement with the intent and agreement that the same shall be effective
as of the day and year first above written.
THE COMPANY:
NEW CENTURY FINANCIAL CORPORATION,
a Delaware corporation
By: /s/ Xxxx X. Xxxxxxx
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Title: President
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Address:4910 Xxxxx Xxxxxx, Xxxxx 000
Xxxxxxx Xxxxx, XX 00000
SHAREHOLDERS:
CORNERSTONE FUND I, L.L.C.
By Cornerstone Equity Partners, LLC
Attorney-In-Fact
By: /s/ Xxxx X. Xxxxxxx
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Title: Manager
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Address: 0000 X. 00xx Xxxxxx
Xxxxx 000
Xxxxxxx, XX 00000
/s/ Xxxxxx X. Xxxx
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Xxxxxx X. Xxxx
Address: New Century Financial Corp
0000 Xxxxx Xxxxxx, Xxxxx 000
Xxxxxxx Xxxxx, XX 00000
/s/ Xxxx X. Xxxxxxx
-----------------------------------------
Xxxx X. Xxxxxxx
Address: 0000 Xxxx Xxx.
Xxxxxx Xxxxx, XX 00000
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/s/ Xxxxxx X. Xxxxxxxxx
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Xxxxxx X. Xxxxxxxxx
Address: New Century Financial Corp.
0000 Xxxxx, Xxxxx 000
Xxxxxxx Xxxxx, XX 00000
/s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
Address: 00000 Xxxxxx Xxxx Xxxx
Xxxxxx Xxxxx, XX 00000
/s/ Xxxxx X. Xxxxxxx
----------------------------
Xxxxx X. Xxxxxxx
Address: 0000 Xxxxxx Xxxxxxx
Xxxxxx Xxxxx, XX 00000
/s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx
Address: 00000 X. Xxxxx Xxxxxx Xx. #000
Xxxxxxxxxx, XX 00000
HARCOL LIMITED PARTNERSHIP
By: /s/ Xxxxxx X. Xxxxx
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Title: General Partner
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Address: 00000 X. Xxxxx Xxxxxx Xxxx
Xxxxxxxxxx, XX 00000
WESTREC ROLLOVER PS PLAN
By: /s/ Xxxxxxx X. Xxxxx
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Title: Trustee
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Address:______________________
______________________
______________________
/s/ Xxxxxxx X. Xxxxx
-----------------------------
Xxxxxxx X. Xxxxx
Address:______________________
______________________
______________________
18
CORNERSTONE EQUITY PARTNERS, L.L.C.
By: /s/ Xxxx X. Xxxxxxx
---------------------------------
Title: Manager
---------------------
Address: 0000 X. 00xx Xxxxxx
Xxxxx 000
Xxxxxxx, XX 00000
OAK CRAFT INC EMPLOYEES PROFIT SHARING PLAN
By: /s/ Xxxxxx Xxxxxxx
------------------------------
Title: Administrator
------------------------------
Address: X.X. Xxx 000
Xxxxxx, XX 00000-0000
XXXXXX X. XXXX, LTD. DEFINED BENEFIT PENSION PLAN
By: /s/ Xxxxxx Xxxx
------------------------------
Title: Trustee
------------------------------
Address:6262 X. Xxxx
Xxxxx 000
Xxxxxx, XX 00000-0000
COMERICA, INCORPORATED
By: /s/ Xxxx Xxxxxxx
------------------------------
Title:________________________
Address:______________________
______________________
______________________
XXXXXXXX X. XXXXXXX TRUST
By: /s/ Xxxxx X. Xxxxxxx
------------------------------
Title: Trustee
------------------------------
Address: c/o Xxxxx X. Xxxxxxx
Xxxxxxx Financial
00000 Xxxxxx Xxxxxxx, Xxxxx 000
Xxxxxx, XX 00000
19
SCHEDULE 1
Registrable Common Stock
------------------------
Stockholder Shares
----------------------------- ------------------------
Cornerstone Fund I, L.L.C. Common Stock - 4,220,656
Westrec Rollover PS Plan Common Stock - 211,032
Xxxxxxx X. Xxxxx Common Stock - 316,550
Xxxxxx X. Xxxxx Common Stock - 211,032
Harcol Limited Partnership Common Stock - 211,032
Xxxxx X. Xxxxxxx Common Stock - 211,032
Cornerstone Equity Partners Common Stock - 211,032
Oak Craft Inc. Employees
Profit Sharing Plan Common Stock - 52,758
Xxxxxx X. Xxxx, Defined
Benefit Pension Plan Common Stock - 158,274
Xxxxxxxx X. Xxxxxxx Trust Common Stock - 21,103
Comerica Incorporated Common Stock - 545,000
Warrants - 333,333
Xxxx X. Xxxxxxx Common Stock - 1,109,615
Restricted Stock -92,500
Xxxxxx X. Xxxxxxxxx Common Stock - 1,027,132
Restricted Stock- 92,500
Xxxxxx X. Xxxx Common Stock - 1,130,235
Restricted Stock- 92,500
Xxxxxx X. Xxxxxx Common Stock - 985,891
Restricted Stock -92,500
20
