ON STAGE ENTERTAINMENT, INC.
CO-SALE AGREEMENT
THIS CO-SALE AGREEMENT (the "Agreement") is made and entered into as of
this 13th day of March 2001, by and among ON STAGE ENTERTAINMENT, INC., a Nevada
corporation (the "Company"), each of the persons and entities listed on Exhibit
A hereto (the "Investors") and IMPERIAL CREDIT COMMERCIAL MORTGAGE INVESTMENT
CORP. ("Imperial").
RECITALS
WHEREAS, Imperial is the beneficial owner of an aggregate of One Million
Four Hundred Thirty One Thousand (1,431,122) shares of the Common Stock of the
Company;
WHEREAS, the Investors are purchasing shares of the Company's Series A
Preferred Stock (together with any securities issued as a dividend thereon, the
"Preferred Stock") and warrants to purchase such Preferred Stock and/or Series
A-1 Preferred Stock (the "Warrants") pursuant to that certain Stock and Warrant
Purchase Agreement (the "Purchase Agreement") of even date herewith (the
"Financing");
WHEREAS, the obligations in the Purchase Agreement are conditioned upon the
execution and delivery of this Agreement; and
WHEREAS, in connection with the consummation of the Financing, the parties
desire to enter into this Agreement in order to grant co-sale rights to the
Company and to the Investors.
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree hereto as follows:
1. DEFINITIONS.
1.1 "Imperial Stock" shall mean shares of the Company's Common Stock now
owned or subsequently acquired by Imperial by gift, purchase, dividend, option
exercise or any other means whether or not such securities are only registered
in Imperial's name or beneficially or legally owned by Imperial. The number of
shares of Imperial Stock owned by Imperial as of the date hereof are set forth
on Exhibit B, which Exhibit may be amended from time to time by the Company to
reflect changes in the number of shares owned by Imperial, but the failure to so
amend shall have no effect on such Imperial Stock being subject to this
Agreement.
1.2 "Investor Stock" shall mean the shares of the Company's common stock
now owned or subsequently acquired by the Investors whether or not such
securities are only registered in an Investor's name or beneficially or
otherwise legally owned by such Investor.
1.3 "Common Stock" shall mean shares of the Company's common stock and
shares of common stock issued or issuable upon conversion of the outstanding
1
Preferred Stock or exercise of any option, warrant or other security or right of
any kind convertible into or exchangeable for common stock.
1.4 For purposes of this Agreement, the term "Transfer" shall include any
sale, assignment, encumbrance, hypothecation, pledge, conveyance in trust, gift,
transfer by request, devise or descent, or other transfer or disposition of any
kind, including, but not limited to, transfers to receivers, levying creditors,
trustees or receivers in bankruptcy proceedings or general assignees for the
benefit of creditors, whether voluntary or by operation of law, directly or
indirectly, of any of the Imperial Stock or Investor Stock.
2. TRANSFERS BY IMPERIAL OR INVESTORS.
2.1 Notice of Transfer. If Imperial proposes to Transfer any shares of
Imperial Stock then Imperial shall promptly give written notice (the "Notice")
simultaneously to the Company and to each of the Investors at least thirty (30)
days prior to the closing of such Transfer. The Notice shall describe in
reasonable detail the proposed Transfer including, without limitation, the
number of shares of Imperial Stock to be transferred, the nature of such
Transfer, the consideration to be paid, and the name and address of each
prospective purchaser or transferee. In the event that the Transfer is being
made pursuant to the provisions of Section 3.1, the Notice shall state under
which clause of Section 3.1 the Transfer is being made.
2.2 Investor Right of Co-Sale.
(a) Upon receipt of a Notice, each Investor shall have the right,
exercisable upon written notice to Imperial with a copy to the Company within
fifteen (15) days after receipt of the Notice, to participate in such Transfer
of Imperial Stock on the same terms and conditions. Such notice shall indicate
the number of shares of Investor Stock up to that number of shares determined
under Section 2.2(b) such Investor wishes to sell under his or her right to
participate. To the extent one or more of the Investors exercise such right of
participation in accordance with the terms and conditions set forth below, the
number of shares of Imperial Stock that Imperial may sell in the transaction
shall be correspondingly reduced.
(b) Each Investor may sell all or any part of that number of shares equal
to the product obtained by multiplying (i) the aggregate number of shares of
Imperial Stock covered by the Notice by (ii) a fraction the numerator of which
is the number of shares of Common Stock owned by such Investor at the time of
the Transfer and the denominator of which is the total number of shares of
Common Stock owned by Imperial and the Investors at the time of the Transfer. If
not all of the Investors elect to sell their share of Common Stock proposed to
be transferred within said fifteen (15) day period, then Imperial shall promptly
notify in writing the Investors who do so elect and shall offer such Investors
the additional right to participate in the sale of such additional shares of
Imperial Stock proposed to be transferred on the same percentage basis as set
forth above in this subsection 2.2(b). The Investors shall have five (5) days
after receipt of such notice to notify Imperial in writing with a copy to the
Company of its election to sell all or a portion thereof of the unsubscribed
shares.
(c) Each Investor who elects to participate in the Transfer pursuant to
this Section 2 (a "Co-Sale Participant") shall effect its participation in the
2
Transfer by promptly delivering to Imperial for transfer to the prospective
purchaser one or more certificates, properly endorsed for transfer, which
represent:
(i) the type and number of shares of Common Stock which such Co-Sale
Participant elects to sell; or
(ii) that number of shares of Preferred Stock which is at such time
convertible into the number of shares of Common Stock which such Co-Sale
Participant elects to sell; provided, however, that such Co-Sale
Participant shall convert such Preferred Stock into Common Stock and
deliver Common Stock as provided in Section 2.2(c)(i) above. The Company
agrees to make any such conversion immediately prior to the actual transfer
of such shares to the purchaser.
(d) The stock certificate or certificates that the Co-Sale Participant
delivers to Imperial pursuant to Section 2.2(c) shall be transferred to the
prospective purchaser in consummation of the sale of the Common Stock pursuant
to the terms and conditions specified in the Notice, and Imperial shall
concurrently therewith remit to such Co-Sale Participant that portion of the
sale proceeds to which such Co-Sale Participant is entitled by reason of its
participation in such sale. To the extent that any prospective purchaser or
purchasers prohibits such assignment or otherwise refuses to purchase shares or
other securities from a Co-Sale Participant exercising its rights of co-sale
hereunder, Imperial shall not sell to such prospective purchaser or purchasers
any Imperial Stock unless and until, simultaneously with such sale, Imperial
shall purchase such shares or other securities from such Co-Sale Participant on
the same terms and conditions specified in the Notice.
(e) The exercise or non-exercise of the rights of the Investors hereunder
to participate in one or more Transfers of Imperial Stock made by Imperial shall
not adversely affect their rights to participate in subsequent Transfers of
Imperial Stock subject to Section 2.
(f) To the extent that the Investors do not elect to participate in the
sale of the Imperial Stock subject to the Notice, Imperial may, not later than
sixty (60) days following delivery to the Company of the Notice, enter into an
agreement providing for the closing of the Transfer of such Imperial Stock
covered by the Notice within thirty (30) days of such agreement on terms and
conditions not more materially favorable to the transferor than those described
in the Notice. Any proposed Transfer on terms and conditions materially more
favorable than those described in the Notice, as well as any subsequent proposed
Transfer of any of the Imperial Stock by Imperial, shall again be subject to the
co-sale rights of the Company and/or Investors and shall require compliance by
Imperial with the procedures described in this Section 2.
2.3 Imperial Right of Co-Sale.
(a) If an Investor proposes to Transfer any shares of Investor Stock, then
the Investor shall promptly give written notice (the "Investor Notice")
simultaneously to the Company and Imperial at least thirty (30) days prior to
the closing of such Transfer that Imperial shall have the right, exercisable
upon written notice to such Investor with a copy to the Company within fifteen
(15) days after receipt of the Investor Notice, to participate in such Transfer
of Investor Stock on the same terms and conditions. Such notice shall indicate
3
the number of shares of Imperial Stock up to that number of shares determined
under Section 2.3(b) Imperial wishes to sell under its right to participate. To
the extent Imperial exercises such right of participation in accordance with the
terms and conditions set forth below, the number of shares of Investor Stock
that such Investor may sell in the transaction shall be correspondingly reduced.
(b) Imperial may sell all or any part of that number of shares equal to the
product obtained by multiplying (i) the aggregate number of shares of Investor
Stock covered by the Investor Notice by (ii) a fraction the numerator of which
is the number of shares of Common Stock owned by Imperial at the time of the
Transfer and the denominator of which is the total number of shares of Common
Stock owned by Imperial and the Investors at the time of the Transfer.
(c) If Imperial elects to participate in the Transfer pursuant to this
Section 2, it shall effect its participation in the Transfer by promptly
delivering to such Investor for transfer to the prospective purchaser one or
more certificates, properly endorsed for transfer, which represent the type and
number of shares of Common Stock which Imperial elects to sell.
(d) The stock certificate or certificates that Imperial delivers to such
Investor pursuant to Section 2.3(c) shall be transferred to the prospective
purchaser in consummation of the sale of the Common Stock pursuant to the terms
and conditions specified in the Investor Notice, and the Investor shall
concurrently therewith remit to Imperial that portion of the sale proceeds to
which Imperial is entitled by reason of its participation in such sale. To the
extent that any prospective purchaser or purchasers prohibits such assignment or
otherwise refuses to purchase shares or other securities from Imperial when it
exercises its rights of co-sale hereunder, such Investor shall not sell to such
prospective purchaser or purchasers any Investor Stock unless and until,
simultaneously with such sale, such Investor shall purchase such shares or other
securities from Imperial on the same terms and conditions specified in the
Investor Notice.
(e) The exercise or non-exercise of the rights of Imperial hereunder to
participate in one or more Transfers of Investor Stock made by such Investor
shall not adversely affect their rights to participate in subsequent Transfers
of Investor Stock subject to Section 2.
(f) To the extent that Imperial does not elect to participate in the sale
of the Investor Stock subject to the Investor Notice, such Investor may, not
later than sixty (60) days following delivery to the Company of the Investor
Notice, enter into an agreement providing for the closing of the Transfer of
such Investor Stock covered by the Investor Notice within thirty (30) days of
such agreement on terms and conditions not more materially favorable to the
transferor than those described in the Investor Notice. Any proposed Transfer on
terms and conditions materially more favorable than those described in the
Investor Notice, as well as any subsequent proposed Transfer of any of the
Investor Stock by an Investor, shall again be subject to the co-sale rights of
Imperial and shall require compliance by an Investor with the procedures
described in this Section 2.
4
3. EXEMPT TRANSFERS.
3.1 Imperial Exemptions. Notwithstanding the foregoing, neither the co-sale
rights of the Company and/or the Investors nor the notice of transfer
obligations of Imperial set forth in Section 2 above shall apply to (i) any
transfer to Imperial's trusts for the benefit of Imperial or charity, (ii) from
and after one year from October 12, 2000, transfers by Imperial of Imperial
Stock (defined below), either via a sale under Rule 144 promulgated under the
Securities Act (defined below), or via open market transactions, or (iii) any
transfer or transfers by Imperial to a wholly-owned subsidiary or a parent
corporation that owns all of the capital stock of the Imperial; provided that in
the event of any transfer made pursuant to one of the exemptions provided by
clauses (i) or (iii), (A) Imperial shall inform the Investors of such transfer
prior to effecting it and (B) the transferee shall enter into a written
agreement to be bound by and comply with all provisions of this Agreement, as is
Imperial hereunder, including without limitation Section 2. Except with respect
to Imperial Stock transferred under clause (ii) above (which Imperial Stock
shall no longer be subject to the co-sale rights of the Company and/or the
Investors set forth in this Agreement), such transferred Imperial Stock shall
remain "Imperial Stock" hereunder, and such transferee shall be treated as
"Imperial" for purposes of this Agreement.
3.2 Investor Exemptions. Notwithstanding the foregoing, neither the co-sale
rights of the Company and/or Imperial nor the notice of transfer obligations of
the Investors set forth in Section 2 above shall apply to: (i) any transfer to
the Investor's spouse or to trusts for the benefit of such Investor, such
Investor's spouse or charity; (ii) any transfer or transfers by a Investor to
another Investor; (iii) any transfer or transfers by an Investor to its partners
or former partners in accordance with partnership interests; (iv) any transfer
or transfers by an Investor to a wholly-owned subsidiary or a parent corporation
that owns all of the capital stock of the Investor; (v) any transfer or
transfers by an Investor to such Investor's members or former members in
accordance with such members' or former members' interest in such Investor; (vi)
from and after one year from the date hereof, transfers by the Investors of each
Investor's respective Investor Stock (defined below), either via a sale under
Rule 144 promulgated under the Securities Act or via open market transactions;
provided that in the event of any transfer made pursuant to one of the
exemptions provided by clauses (i) through (v), (A) the Investor shall inform
Imperial of such transfer prior to effecting it and (B) the transferee shall
enter into a written agreement to be bound by and comply with all provisions of
this Agreement, as if it were an original Investor hereunder, including without
limitation Section 2. Except with respect to Investor Stock transferred under
clause (vi) above (which Investor Stock shall no longer be subject to the
co-sale rights of the Company and/or Imperial set forth in this Agreement), such
transferred Investor Stock shall remain "Investor Stock" hereunder, and such
transferee shall be treated as the "Investor" for purposes of this Agreement.
3.3 Notwithstanding the foregoing, the provisions of Section 2 shall not
apply to the sale of any Imperial Stock or Investor Stock to the public pursuant
to a registration statement filed with, and declared effective by, the
Securities and Exchange Commission under the Securities Act of 1933, as amended
(the "Securities Act").
3.4 This Agreement is subject to, and shall in no manner limit the right
which the Company may have to repurchase securities from Imperial or any
5
Investor, pursuant to (i) a stock restriction agreement or other agreement
between the Company and Imperial or the Investor, as applicable and (ii) any
right of first refusal set forth in the Bylaws of the Company.
4. PROHIBITED TRANSFERS.
4.1 Investor Put Option.
(a) In the event that Imperial should sell any Imperial Stock in
contravention of the co-sale rights of each Investor under Section 2.2 of this
Agreement (a "Prohibited Transfer"), each Investor, in addition to such other
remedies as may be available at law, in equity or hereunder, shall have the put
option provided below, and Imperial shall be bound by the applicable provisions
of such option.
(b) In the event of a Prohibited Transfer, each Investor shall have the
right to sell to Imperial the type and number of shares of Common Stock equal to
the number of shares each Investor would have been entitled to transfer to the
purchaser under Section 2.2 hereof had the Prohibited Transfer been effected
pursuant to and in compliance with the terms hereof. Such sale shall be made on
the following terms and conditions:
(c) The price per share at which the shares are to be sold to Imperial
shall be equal to the price per share paid by the purchaser to Imperial in such
Prohibited Transfer. Imperial shall also reimburse each Investor for any and all
fees and expenses, including legal fees and expenses, incurred in connection
with the exercise or the attempted exercise of the Investor's rights under
Section 2.2.
(d) Within ninety (90) days after the date on which an Investor received
notice of the Prohibited Transfer, such Investor shall, if exercising the option
created hereby, deliver to Imperial the certificate or certificates representing
the shares to be sold, each certificate to be properly endorsed for transfer.
(e) Imperial shall, upon receipt of the certificate or certificates for the
shares to be sold by an Investor, pursuant to this Section 4.1, pay the
aggregate purchase price therefor and the amount of reimbursable fees and
expenses, as specified in Section 4.1(c), in cash or by other means acceptable
to the Investor
(f) Notwithstanding the foregoing, any attempt by Imperial to Transfer
Imperial Stock in violation of Section 2 hereof shall be voidable at the option
of a majority in interest of the Investors if a majority in interest of the
Investors do not elect to exercise the put option set forth in this Section 4.1,
and the Company agrees it will not effect such a transfer nor will it treat any
alleged transferee as the holder of such shares without the written consent of a
majority in interest of the Investors.
4.2 Imperial Put Option.
(a) In the event that any Investor should sell any Investor Stock in
contravention of the co-sale rights of Imperial under Section 2.3 of this
6
Agreement (an "Investor Prohibited Transfer"), Imperial, in addition to such
other remedies as may be available at law, in equity or hereunder, shall have
the put option provided below, and such Investor shall be bound by the
applicable provisions of such option.
(b) In the event of an Investor Prohibited Transfer, Imperial shall have
the right to sell such Investor the type and number of shares of Common Stock
equal to the number of shares Imperial would have been entitled to transfer to
the purchaser under Section 2.3 hereof had the Investor Prohibited Transfer been
effected pursuant to and in compliance with the terms hereof. Such sale shall be
made on the following terms and conditions:
(c) The price per share at which the shares are to be sold to Investor
shall be equal to the price per share paid by the purchaser to Investor in the
Investor Prohibited Transfer. Investor shall also reimburse Imperial for any and
all fees and expenses, including legal fees and expenses, incurred in connection
with the exercise or the attempted exercise of the Imperial's rights under
Section 2.3.
(d) Within ninety (90) days after the date on which Imperial received
notice of the Investor Prohibited Transfer, Imperial shall, if exercising the
option created hereby, deliver to Investor the certificate or certificates
representing the shares to be sold, each certificate to be properly endorsed for
transfer.
(e) Investor shall, upon receipt of the certificate or certificates for the
shares to be sold by Imperial, pursuant to this Section 4.2, pay the aggregate
purchase price therefor and the amount of reimbursable fees and expenses, as
specified in Section 4.2(c), in cash or by other means acceptable to Imperial.
(f) Notwithstanding the foregoing, any attempt by Investor to Transfer
Investor Stock in violation of Section 2 hereof shall be voidable at the option
of Imperial if Imperial does not elect to exercise the put option set forth in
this Section 4.2, and the Company agrees it will not effect such a transfer nor
will it treat any alleged transferee as the holder of such shares without the
written consent of Imperial.
5. LEGEND.
5.1 Each certificate representing shares of Common Stock now or hereafter
owned by Imperial or Investor or issued to any person in connection with a
Transfer pursuant to Section 3.1(i), Section 3.1(iii), or 3.2(i)-(v) hereof
shall be endorsed with the following legend:
"THE SALE, PLEDGE, HYPOTHECATION OR TRANSFER OF THE SECURITIES
REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND
CONDITIONS OF A CERTAIN CO-SALE AGREEMENT BY AND BETWEEN THE
SHAREHOLDER, THE COMPANY AND CERTAIN HOLDERS OF STOCK OF THE
COMPANY. COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN
REQUEST TO THE SECRETARY OF THE COMPANY."
5.2 Imperial and the Investors agree that the Company may instruct its
transfer agent to impose transfer restrictions on the shares represented by
7
certificates bearing the legend referred to in Section 5.1 above to enforce the
provisions of this Agreement and the Company agrees to promptly do so. The
legend shall be removed upon termination of this Agreement.
6. MISCELLANEOUS.
6.1 Conditions to Exercise of Rights. Exercise of the Investors' rights
under this Agreement shall be subject to and conditioned upon, and Imperial and
the Company shall use their best efforts to assist each Investor in, compliance
with applicable laws.
6.2 Governing Law. This Agreement shall be governed by and construed under
the laws of the State of California as applied to agreements among California
residents entered into and to be performed entirely within California.
6.3 Amendment. Any provision of this Agreement may be amended and the
observance thereof may be waived (either generally or in a particular instance
and either retroactively or prospectively), only by the written consent of (i)
as to the Company, only by the Company, (ii) as to the Investors, by persons
holding more than sixty-six and two-thirds percent (66 2/3%) in interest of the
Common Stock held by the Investors and their assignees, pursuant to Section 6.4
hereof, and (iii) as to Imperial, by an appropriate officer of Imperial. Any
amendment or waiver effected in accordance with clauses (i), (ii), and (iii) of
this Section 6.3 shall be binding upon each Investor, its successors and
assigns, the Company and Imperial.
6.4 Assignment of Rights. This Agreement constitutes the entire agreement
between the parties relative to the specific subject matter hereof. Any previous
agreement among the parties relative to the specific subject matter hereof is
superseded by this Agreement. This Agreement and the rights and obligations of
the parties hereunder shall inure to the benefit of, and be binding upon, their
respective successors, assigns and legal representatives.
6.5 Term. This Agreement shall continue in full force and effect from the
date hereof through the earliest of the following dates, on which date it shall
terminate in its entirety:
(a) the date of the closing of a sale, lease, or other disposition of all
or substantially all of the Company's assets or the Company's merger into or
consolidation with any other corporation or other entity, or any other corporate
reorganization, in which the holders of the Company's outstanding voting stock
immediately prior to such transaction own, immediately after such transaction,
securities representing less than fifty percent (50%) of the voting power of the
corporation or other entity surviving such transaction, provided that this
Section 6.5(a) shall not apply to a merger effected exclusively for the purpose
of changing the domicile of the Company;
(b) the date as of which the parties hereto terminate this Agreement by
written consent of Imperial and sixty-six and two-thirds percent (66 2/3%) in
interest of the Investors;
(c) in the event the Company consummates a Qualified Public Offering (as
defined below) provided, however, that Imperial hereby agrees that it shall not
sell, transfer, make any short sale of, grant any option for the purchase of, or
enter into any hedging or similar transaction with the same economic effect as a
sale, any Common Stock (or other securities) of the Company held by Imperial
(other than those included in the registration) for a period specified by the
8
representative of the underwriters of Common Stock (or other securities) of the
Company not to exceed one hundred eighty (180) days following the effective date
of a registration statement of the Company filed under the Securities Act;
provided, that all officers and directors of the Company and holders of at least
one percent (1%) of the Company's voting securities enter into similar
agreements. A Qualified Public Offering shall be defined as a firm commitment
for an underwriting of the Company's equity securities at a price per share in
excess of $1.25 per share (adjusted for stock splits and recapitalizations from
the Company's current capitalization) in which the Company files a registration
statement under the Securities Act covering the registration of the Registrable
Securities then outstanding and if the anticipated aggregate offering price, net
of underwriting discounts and commissions, would exceed $15,000,000; or
(d) the date on which Imperial's ownership of Common Stock no longer
exceeds five percent (5%) of the Company's outstanding Common Stock.
6.6 Ownership. Imperial represents and warrants that it is the sole legal
owner, and that it and its parent, Imperial Credit Industries, Inc., are the
beneficial owners of those shares of Imperial Stock it currently holds subject
to the Agreement and that, except as set forth herein, no person or other entity
has any interest in such shares.
6.7 Notices. All notices required or permitted hereunder shall be in
writing and shall be deemed effectively given: (i) upon personal delivery to the
party to be notified, (ii) when sent by confirmed electronic mail or facsimile
if sent during normal business hours of the recipient; if not, then on the next
business day, (iii) five (5) days after having been sent by registered or
certified mail, return receipt requested, postage prepaid, or (iv) one (1) day
after deposit with a nationally recognized overnight courier, specifying next
day delivery, with written verification of receipt. All communications shall be
sent to the party to be notified at the address as set forth on the signature
page hereof or at such other address as such party may designate by ten (10)
days advance written notice to the other parties hereto.
6.8 Severability. In the event one or more of the provisions of this
Agreement should, for any reason, be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality, or unenforceability
shall not affect any other provisions of this Agreement, and this Agreement
shall be construed as if such invalid, illegal or unenforceable provision had
never been contained herein.
6.9 Attorneys' Fees. In the event that any suit or action is instituted to
enforce any provision in this Agreement, the prevailing party in such dispute
shall be entitled to recover from the losing party all fees, costs and expenses
of enforcing any right of such prevailing party under or with respect to this
Agreement, including without limitation, such reasonable fees and expenses of
attorneys and accountants, which shall include, without limitation, all fees,
costs and expenses of appeals.
6.10 Entire Agreement. This Agreement and the Exhibits hereto, along with
the Purchase Agreement and each of the Exhibits thereto, constitute the full and
entire understanding and agreement between the parties with regard to the
9
subjects hereof and thereof and no party shall be liable or bound to any other
in any manner by any representations, warranties, covenants and agreements
except as specifically set forth herein and therein.
6.11 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
[THIS SPACE INTENTIONALLY LEFT BLANK]
10
The foregoing CO-SALE AGREEMENT is hereby executed as of the date first
above written.
INVESTORS: COMPANY:
XXXXXX DE LEEUW AND COMPANY IV, LP ON STAGE ENTERTAINMENT, INC.
By:______________________________ By:_______________________________
Name: Name:
Title: Title:
XXXXXX DE LEEUW AND COMPANY IV
ASSOCIATES, LP
By:______________________________
Name:
Title:
DELTA FUND, LP
By:______________________________
Name:
Title:
BOARD OF TRUSTEES OF THE XXXXXX IMPERIAL:
STANFORD JUNIOR UNIVERSITY
IMPERIAL CREDIT COMMERICAL MORTGAGE
INVESTMENT CORP.
By:______________________________ By:_______________________________
Name: Name:
Title: Title:
EXHIBIT A
LIST OF INVESTORS
1. XxXxxx De Leeuw and Company IV, LP
2. XxXxxx De Leeuw and Company IV Associates, LP
3. Delta Fund, LP
4. Board of Trustees of the Xxxxxx Xxxxxxxx Junior University
EXHIBIT B
IMPERIAL SHARES
hares owned by Imperial Credit Commercial Mortgage Investment Corp. = 1,431,122
