EXHIBIT 10.1
REGISTRATION RIGHTS AGREEMENT
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This Registration Rights Agreement (the "Agreement") is made and
entered into as of August 20, 1996 (the "Issue Date"), by and among the holders
set forth on Schedule A hereto (the "Holders") and Signature Resorts, Inc., a
Maryland corporation (the "Company").
This Agreement is made in connection with the consolidation by the
Holders of their interests in certain vacation ownership resort properties or
related service entities affiliated with Argosy/KOAR Group, Inc. (the
"Consolidation") and the exchange of such interests for an aggregate of
11,354,705 shares of common stock, $0.01 par value per share (the "Common
Stock"), of the Company. As used herein the term "Registrable Shares" shall
refer to such 11,354,705 shares of Common Stock upon original issuance thereof,
and at all times subsequent thereto, until a registration statement of the
Company that covers such Registrable Shares has been declared effective and any
such Registrable Shares have been disposed of in accordance with such effective
registration statement.
The parties hereby agree as follows:
1. Shelf Registration.
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(a) The Company shall prepare and file with the Securities and
Exchange Commission (the "Commission"), a registration statement for an offering
to be made on a continuous basis pursuant to Rule 415 under the Securities Act
of 1933, as amended (the "Securities Act") covering all of the Registrable
Shares (the "Shelf Registration"). The Shelf Registration shall be on Form S-1
or another appropriate form (e.g. Form S-3 after having established eligibility
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therefor) permitting registration of the Registrable Shares for resale by the
Holders in the manner or manners designated by them (including, without
limitation, one or more underwritten offerings). The Company shall use its best
efforts (subject in all cases to any procedures and limitations which may be
imposed by the staff of the Commission) to (i) cause the Shelf Registration to
be declared effective under the Securities Act as soon as practicable following
the date that is 180 days following the Issue Date (the "Effectiveness Date")
and (ii) keep the Shelf Registration continuously effective under the Securities
Act for a period (the "Effectiveness Period") of the shorter of (A) 18 months
from the Effectiveness Date and (B) such shorter period that will terminate when
all Registrable Shares covered by the Shelf Registration have been disposed of
in accordance with the Shelf Registration.
(b) The Company may include in any such Shelf Registration referred
to in this Section 1 other shares of Common Stock of the Company held by other
security holders of the Company who have registration rights.
2. Incidental Registration. If, at any time or from time to time
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during a period of three years following the Issue Date, the Company shall
propose to file a registration statement (a "Registration Statement") with the
Commission with respect to the proposed sale by the Company of shares of its
Common Stock (or securities exchangeable or convertible therefor) to an
underwriter(s) for reoffering to the public (an "Underwritten Offering") (other
than in connection with an offering on Form S-4 or Form S-8 or successor forms
of such registration statements under the Act), then the Company shall in each
case give written notice (the "Notice") of such proposed filing to the Holders
not less than 30 days before the
anticipated filing date, which shall offer to the Holders the opportunity to
include in such Registration Statement such number of Registrable Shares as each
Holder may request. Upon written request by any Holder given within 15 days
after the giving of the Notice, the Company shall include in any Registration
Statement relating to the Common Stock of the Company all or such portion of the
Registrable Shares as the Holders may request. Neither the delivery of the
Notice by the Company nor of such request by the Holders shall obligate the
Company to file such Registration Statement and, notwithstanding the filing of
such Registration Statement, the Company may, at any time prior to the effective
date thereof, determine not to offer the securities to which such Registration
Statement relates, without liability or obligation to the Holders. As a
condition to any Holder including any Registrable Shares in any Registration
Statement pursuant to this Section 2, such Holder agrees to effect sales of such
Registrable Shares thereunder solely under the plan of distribution established
by the Company and set forth therein.
3. Holdback Agreements.
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(a) Neither the Company nor the Holders shall offer to sell, sell,
contract to sell, pledge, hypothecate or otherwise sell or dispose of shares of
Common Stock (including the Registrable Shares), or options or warrants to
acquire shares of Common Stock (including the Registrable Shares) for a period
of 180 days following the Issue Date (one year following the Issue Date with
respect to each of Xxxxx Xxxxxx, Xxxxxx X. Xxxxxx and Xxxxxx X. Xxxxxxxxx and
their respective affiliates (as defined in Rule 144 pursuant to the Securities
Act)), unless the Company or any Holder, as the case may be, shall have first
notified Xxxxxxxxxx Securities of its intention to do so and Xxxxxxxxxx
Securities shall have consented thereto in writing.
(b) Each Holder agrees that it will not (and it shall be a condition
to the rights of each Holder under this Agreement that such Holder does not) at
any time during any period in which such Holder is entitled to the registration
rights granted by this Agreement sell or offer for sale any Registrable
Securities in excess of any then-applicable volume limitations imposed on such
Holder by Rule 144 under the Securities Act, as if such rule were applicable to
such sale.
(c) If requested by the underwriter(s) in any Underwritten Offering
undertaken pursuant to Section 2 and upon receipt of written notice by the
Company or such underwriter(s) to the Holders not less than 15 days before the
anticipated filing date of the related Registration Statement, each Holder
agrees that it shall not effect any public sale or distribution of any
Registrable Shares during the 10 day period prior to, and during the 90 day
period beginning on, the date of effectiveness of such Underwritten Offering.
(d) Notwithstanding anything set forth in Sections 3(a) through 3(c),
Messrs. Kaneko, Gessow and Kenninger and/or their affiliates (i) may (A) pledge
up to an aggregate of $50 million of Registrable Shares to a third-party lender
to secure a margin loan in a maximum amount of $10 million and (B) pledge up to
an aggregate of $5.8 million of Registrable Shares in connection with the
purchase of by them of certain interests of a former
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partner effected concurrently with the Consolidation and (ii) at any time
following the date that is 180 days following the Issue Date, Messrs. Kaneko,
Gessow and Kenninger and/or their affiliates may pledge Common Stock registered
pursuant to the Shelf Registration in such amounts and for such purposes set
forth in (i) above.
4. Company's Obligations. In connection with the Company's
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obligation to effect a Shelf Registration pursuant to Section 1, or in the event
the Company files a Registration Statement in connection with an Underwritten
Offering pursuant to Section 2, it shall:
(a) Notify the Holders as to the filing thereof and of all amendments
or supplements thereto filed prior to the effective date of such Shelf
Registration or Registration Statement;
(b) Notify the Holders, promptly after the Company shall receive
notice thereof, of the time when such Shelf Registration or Registration
Statement became effective or any amendment or supplement to any prospectus
forming a part of such Shelf Registration or Registration Statement has been
filed;
(c) Notify the Holders promptly of any request by the Commission for
the amending or supplementing of such Shelf Registration or Registration
Statement or prospectus or for additional information;
(d) Prepare and file with the Commission any amendments or supplements
to such Shelf Registration or Registration Statement or prospectus which may be
necessary or advisable to keep such Registration Statement effective and to
comply with the provisions of the Securities Act with respect to the offer of
the Registrable Shares covered by such Registration Statement during the period
required for the distribution of such securities, which, in the case of a
Registration Statement filed pursuant to Section 2 in connection with an
Underwritten Offering, such period shall not be in excess of 120 days from the
effective date of the Registration Statement or post-effective amendment
pursuant to which such Registrable Shares may be sold;
(e) Prepare and promptly file with the Commission and promptly notify
the Holders of the filing of such amendment or supplement to such Shelf
Registration or Registration Statement or prospectus as may be necessary to
correct any statements therein or omission therefrom if, at any time when a
prospectus relating to such Registrable Shares is required to be delivered under
the Securities Act, any event with respect to the Company shall have occurred as
a result of which any prospectus would include an untrue statement of material
fact or omit to state any material fact necessary to make the statements therein
not misleading;
(f) In case the Holders or any underwriter(s) for the Holders are
required to deliver a prospectus, prepare promptly upon request such amendment
or amendments to such Shelf Registration or Registration Statement and such
prospectus or
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prospectuses as may be necessary to permit compliance with the requirements of
Section 9(a)(3) of the Securities Act;
(g) Advise the Holders promptly after the Company shall receive notice
or obtain knowledge of the issuance of any stop order by the Commission
suspending the effectiveness of any such Shelf Registration or Registration
Statement or amendment thereto or of the initiation or threatening of any
proceedings for that purpose, and promptly use its best efforts to prevent the
issuance of any stop order or to obtain its withdrawal if such stop order should
be issued;
(h) Use its best efforts to qualify such Registrable Shares for sale
under the securities or blue sky laws of such states within the United States as
the Holders may reasonably designate, except that the Company shall not be
required in connection therewith or as a condition thereto to qualify to do
business in any such state or to take any action which would subject it to
general service of process in any such jurisdiction where it is not then so
subject; and
(i) Furnish to the Holders, as soon as available, copies of any such
Shelf Registration or Registration Statement and each preliminary or final
prospectus, or supplement or amendment required to be prepared thereto, all in
such quantities required as they may from time to time reasonably request.
Each Holder of Registrable Shares agrees by acquisition of such
Registrable Shares that, upon receipt of any notice from the Company of the
happening of any event of the kind described in Section 4(e) hereof, such Holder
will forthwith discontinue disposition of Registrable Shares until such Holder's
receipt of the copies of the supplemented or amended prospectus contemplated by
Section 4(e) hereof, or until it is advised in writing by the Company that the
use of the prospectus may be resumed, and has received copies of any additional
or supplemental filings that are incorporated by reference in the prospectus,
and, if so directed by the Company, such Holder will deliver to the Company all
copies, other than permanent file copies, then in such Holder's possession of
the prospectus covering such Registrable Shares current at the time of receipt
of such notice.
5. Holders' Obligation to Furnish Information. In connection with
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the Company's obligation to effect a Shelf Registration pursuant to Section 1,
or in the event the Company files a Registration Statement in connection with an
Underwritten Offering pursuant to Section 2, each Holder shall furnish
information to the Company concerning such Holder's holdings of securities of
the Company and the proposed method of sale or other disposition of the
Registrable Shares and such other information and undertakings as shall be
required in connection with the preparation and filing of the Shelf
Registration, any Registration Statement or any post-effective amendment
covering all or part of the Registrable Shares in order to insure full
compliance with the Securities Act and the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). Each Holder further agrees to enter into such
undertakings and take such other action relating to the conduct of the proposed
offering which the Company or the underwriter(s) may reasonably request as being
necessary to ensure compliance with the
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federal and state securities laws and the rules or other requirements of the
National Association of Securities Dealers, Inc. ("NASD") or otherwise to
effectuate the offering.
6. Expenses. The Company shall pay all expenses (the "Registration
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Expenses") incident to each registration of the Registrable Shares under
Sections 1 and 2, including, without limitation, all registration, filing and
NASD fees, all fees and expenses of complying with state securities or blue sky
laws, all word processing, duplicating and printing expenses, messenger and
delivery expenses, the fees and disbursements of counsel for the Company and of
its independent public accountants, including the expenses of any special audits
or "cold comfort" letters required by or incident to such performance and
compliance, premiums and other costs of policies of insurance purchased by the
Company at its option against liabilities arising out of the public offering of
such Registrable Shares and any fees and disbursements of underwriter(s)
customarily paid by issuers or sellers of securities (including fees paid to a
"qualified independent underwriter" required by the rules of the NASD in
connection with a distribution), but excluding underwriting discounts and
commissions and fees of underwriter(s), selling brokers, dealer managers or
similar securities industry professionals relating to the distribution of the
Registrable Shares, transfer taxes, fees and disbursements of counsel for any
shelling shareholder(s) and other selling expenses, if any.
7. Selection of Underwriter. In the event of any Registration
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Statement filed in connection with an Underwritten Offering pursuant to Section
2 and in the event any of the Registrable Shares covered by the Shelf
Registration effected pursuant to Section 1 are to be sold in an Underwritten
Offering, the investment banker or investment bankers and manager or managers
that will manage the offering will be selected by the Company. In addition, the
Company may require in its sole discretion that Registrable Shares sold pursuant
to the Shelf Registration effected pursuant to Section 1 be sold in block trades
through underwriter(s) or broker-dealers selected by the Company.
8. Priority in Incidental Registration. If in connection with an
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Underwritten Offering registered pursuant to Section 2, the managing
underwriter(s) of such Underwritten Offering informs the Company and the Holders
by letter of its belief that the number of securities requested to be included
in such Registration Statement exceeds the number which should be sold in such
Underwritten Offering, then the Company will include in such Registration
Statement, to the extent of the number which the Company is so advised should be
sold in such Underwritten Offering, (i) first, all shares of Common Stock
proposed to be sold by the Company for its own account and (ii) second, the
number of Registrable Shares proposed by the Holders to be included in the
registration that, in the opinion of such managing underwriter(s), can be sold
without adversely affecting the price or probability of success of such
Underwritten Offering, allocated pro rata among such Holders, on the basis of
the relative amount of Registrable Shares requested to be included in such
Registration Statement; provided that in all cases the Holders of Registrable
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Shares shall be entitled to include in any such registration an aggregate of up
to 25% of the total number of shares sold in any such Underwritten Offering.
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9. Underwritten Offerings. In the event that Registrable Shares are
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to be distributed through an Underwritten Offering, each Holder offering
Registrable Shares in such Underwritten Offering shall be a party to the
underwriting agreement between the Company and such underwriter(s) and may, at
its option, require that any or all of the representations and warranties by,
and the other agreements on the part of, the Company to and for the benefit of
such underwriter(s) shall also be made to and for the benefit of such Holder.
Holders shall not be required to make any representations or warranties to or
agreements with the Company or the underwriter(s), other than representations,
warranties or agreements regarding the Holders, the Registrable Shares, and the
Holders' intended method of distribution and any other representations required
by law. Any representations or warranties to or agreements with the
underwriter(s) made by the Holders shall also be made to and for the benefit of
the Company.
10. Indemnification.
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(a) By the Company. In the event of any registration of the
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Registrable Shares of the Company under the Securities Act, the Company will,
and hereby does, indemnify and hold harmless the Holders with respect to the
Registrable Shares included in such registration, its directors, officers,
underwriters and each other person, if any, who controls any Holder within the
meaning of the Securities Act, against any losses, claims, damages or
liabilities, joint or several, to which the Company or such Holder or any such
director or officer or underwriter or controlling person may become subject
under the Securities Act or otherwise, insofar as such losses, claims, damages
or liabilities (or actions or proceedings, whether commenced or threatened, in
respect thereof) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in any Registration Statement
under which such securities were registered under the Securities Act, any
preliminary prospectus, final prospectus or summary prospectus contained
therein, or any amendment or supplement thereto, or any omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein in light of the circumstances in which
they were made not misleading, and the Company will reimburse such Holder and
each such director, officer, underwriter and controlling person for any legal or
any other expenses reasonably incurred by them in connection with investigating
or defending any such loss, claim, liability, action or proceeding; provided
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that the Company shall not be liable in any such case to the extent that any
such loss, claim, damage, liability (or action or proceeding in respect thereof)
or expense arises out of or is based upon an untrue statement or alleged untrue
statement or omission or alleged omission made in such Registration Statement,
any such preliminary prospectus, final prospectus, summary prospectus, amendment
or supplement in reliance upon and in conformity with written information
furnished to the Company by or on behalf of such underwriter or such Holder, as
the case may be, specifically for use in the preparation thereof and; provided
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further that the Company shall not be liable to any person in any such case to
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the extent that any such loss, claim, damage, liability (or action or proceeding
in respect thereof) or expense arises out of such person's failure to send or
give a copy of the final prospectus, as the same may be then supplemented or
amended, to the person asserting an untrue statement or alleged untrue statement
or omission or alleged omission at or prior to written confirmation of the sale
of the Registrable Shares to such person if such statement or omission was
corrected in such final prospectus as amended
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or supplemented. Such indemnity shall remain in full force and effect
regardless of any investigation made by or on behalf of such underwriter or such
Holder or any such director, official, underwriter or controlling person and
shall survive the transfer of such securities by such Holder.
(b) Indemnification by the Holders. Each Holder agrees that, as a
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condition to including any Registrable Shares in any Registration Statement
filed pursuant to Section 1 or 2, that each such Holder with Registrable Shares
included in such Registration Statement will and hereby does, indemnify and hold
harmless (in the same manner and to the same extent as set forth in paragraph
(a) of this Section 10) the Company, each director of the Company, each officer
of the Company, each other person who participates as an underwriter in the
offering or sale of such securities and each other person, if any, who controls
the Company or any such underwriter within the meaning of the Securities Act,
with respect to any statement or alleged statement in or omission or alleged
omission from such registration statement, any preliminary prospectus, final
prospectus or summary prospectus contained therein, or any amendment or
supplement thereto, if such statement or alleged statement or omission or
alleged omission was made in reliance upon and in conformity with written
information furnished to the Company by or on behalf of such Holder specifically
for use in the preparation of such registration statement, preliminary
prospectus, final prospectus, summary prospectus, amendment or supplement. Such
indemnity shall remain in full force and effect, regardless of any investigation
made by or on behalf of the Company or any such director, officer or controlling
person and shall survive the transfer of such securities by such Holder.
The Company shall be entitled to receive indemnities from
underwriters, selling brokers, dealer managers and similar securities industry
professionals participating in the distribution, to the same extent as provided
above with respect to information so furnished in writing by such persons
specifically for inclusion in any prospectus or registration statement or any
amendment or supplement thereto, or any preliminary prospectus.
(c) Notices of Claims, etc. Promptly after receipt by an indemnified
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party of notice of the commencement of any action or proceeding involving a
claim referred to in the preceding subdivisions of this Section 10, such
indemnified party will, if a claim in respect thereof is to be made against an
indemnifying party, give written notice to the latter of the commencement of
such action; provided that the failure of any indemnified party to give notice
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as provided herein shall not relieve the indemnifying party of its obligations
under the preceding paragraphs of this Section 10, except to the extent that the
indemnifying party is actually prejudiced by such failure to give notice. In
case any such action is brought against an indemnified party, unless in such
indemnified party's reasonable judgment a conflict of interest between such
indemnified and indemnifying parties may exist in respect of such claim, the
indemnifying party shall be entitled to participate in and to assume the defense
thereof, with counsel reasonably satisfactory to such indemnified party, and
after notice from the indemnifying party to such indemnified party of its
election so to assume the defense thereof, the indemnifying party shall not be
liable to such indemnified party for any legal or other expenses subsequently
incurred by the party in connection with the defense thereof other than
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reasonable costs of investigation. No indemnifying party shall, without the
consent of the indemnified party, consent to entry of any judgment or enter into
any settlement which does not include as an unconditional term thereof, the
giving by the claimant or plaintiff to such indemnified party of a release from
all liability in respect to such claim or litigation.
(d) Other Indemnification. Indemnification similar to that specified
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in paragraphs (a) through (c) of this Section 10 (with appropriate
modifications) shall be given by the Company and the Holders with respect to any
required registration or other qualification of securities under any Federal or
state law or regulation or any governmental authority other than the Act.
(e) Indemnification Payment. The indemnification required by this
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Section 10 shall be made by periodic payments of the amount thereof during the
course of the investigation or defense, as and when bills are received or
expense, loss, damage or liability is incurred.
(f) Contribution. If the indemnification provided for in this
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Agreement shall for any reason be unavailable or insufficient (other than by
reason of exceptions provided in those sections) to an indemnified party under
paragraphs (a), (b) and (d) of this Section 10 in respect to any loss, claim,
damage or liability, or any action in respect thereof, or referred to therein,
then each indemnifying party shall, in lieu of indemnifying such party,
contribute to the amount paid or payable by such indemnified party as a result
of such loss, claim, damage or liability, or action in respect thereof, in such
proportion as shall be appropriate to reflect the relative fault of the Company
on the one hand and any Holder on the other, with respect to the statements or
omissions which resulted in such loss, claim, damage or liability, or action in
respect thereof, as well as any other relevant equitable considerations. The
relative fault shall be determined by reference to, among other things, whether
the untrue or alleged untrue statement of a material fact or omission or alleged
omission to state a material fact relates to information supplied by the Company
or such Holder, the intent of the parties and their relative knowledge, access
to information and opportunity to correct or prevent such statement or omission.
The Company and the Holders agree that it would not be just and equitable if
contribution pursuant to this Section 10 were to be determined by pro rata
allocation or by any other method of allocation which does not take into account
the equitable considerations referred to herein. The amount paid or payable by
an indemnified party as a result of the loss, claim, damage or liability, or
action in respect thereof, referred to in this Section 10 shall be deemed to
include, for purposes of this Section 10, any legal or other expenses reasonably
incurred by such indemnified party in connection with investigating or defending
any action or claim. No person guilty of fraudulent misrepresentation (within
the meaning of Section 10(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation.
11. Rule 144. So long as the Company has any securities registered
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under Section 12 of the Exchange Act, the Company will file the reports required
to be filed by it under the Exchange Act and the rules and regulations adopted
by the Commission thereunder (or, if the Company is not required to file such
reports, will upon the request of Holders of a
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majority of the Registrable Shares, make publicly available other information
for a period of up to four months) and will take such further action as such
Holders may reasonably request, all to the extent required from time to time to
enable the Holders to sell Registrable Shares without registration under the
Securities Act within the limitation of the exemptions provided by (a) Rule 144
under the Securities Act, as such Rule may be amended from time to time, or (b)
any similar rule or regulation hereafter adopted by the Commission. Upon the
request of such Holders, the Company will deliver to such Holders a written
statement as to whether it has complied with such requirements.
12. Amendments and Waivers. This Agreement may be amended and the
----------------------
Company may take any action herein prohibited, or omit to perform any act herein
required to be performed by it, only if the Company shall have obtained the
written consent to such amendment, action or omission to act, of Holders of a
majority of the Registrable Shares.
13. Notices. Any notice from one party to the other shall be in
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writing and either delivered personally or by certified or registered mail,
postage prepaid, or by telegram, telecopier, or by overnight mail delivery by a
nationally recognized courier, and shall be deemed given when so delivered
personally or, if mailed or given by telegram or telecopier or overnight mail,
upon receipt thereof by the addressees, as follows:
If to the Company:
Signature Resorts, Inc.
000 Xxxxxxxx Xxxxxxxxx, Xxxxx 0000
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxxx X. Xxxxxxxxx
with a copy to:
Xxxxxx & Xxxxxxx
000 Xxxx Xxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxxx Xxxxxxxxxxxx, Xx.
If to any Holder:
At its address as it appears on the register of holders of Common
Stock maintained by the Company.
14. Assignment. This Agreement shall be binding upon and inure to
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the benefit of and be enforceable by the parties hereto and their respective
successors and permitted assigns as hereinafter set forth in this Section 14.
In addition, and whether or not any express assignment shall have been made, the
provisions of this Agreement which are for the benefit of the Holders shall also
be for the benefit of and enforceable by any subsequent holder ("Subsequent
Holders") of any Registrable Shares, except any Subsequent Holder with
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respect to Registrable Shares acquired in a public offering pursuant to a
Registration Statement or an exemption from registration under Rule 144 under
the Securities Act.
15. Descriptive Headings. The descriptive headings of the several
--------------------
sections and paragraphs of this Agreement are inserted for reference only and
shall not limit or otherwise affect the meaning hereof.
16. Governing Law. The validity of this Agreement and all matters
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relating to its interpretation and performance shall be interpreted in
accordance with the laws of the State of California applicable to contracts made
and fully performed therein, but without regard to principles of conflicts of
law. The courts in Los Angeles, California shall have exclusive jurisdiction
over any controversy arising under this Agreement and venue in Los Angeles is
appropriate.
17. Counterparts. This Agreement may be executed simultaneously in
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any number of counterparts, each of which shall be deemed an original, but all
such counterparts shall together constitute one and the same instrument.
18. Entire Agreement; Amendment. This Agreement contains all of the
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terms agreed upon by the parties with respect to the subject matter herein and
there are no representations or understandings between the parties except as
provided in this Agreement. This Agreement may not be amended or modified in
any way except by a written amendment duly executed by each of the parties.
19. Registrable Shares Held by the Company or its Affiliates.
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Whenever the consent or approval of Holders of a specified percentage of
Registrable Shares is required hereunder, Registrable Shares held by the Company
or its affiliates (as defined pursuant to Rule 144 under the Securities Act)
shall not be counted in determining whether such consent or approval was given
by the Holders of such required percentage.
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IN WITNESS WHEREOF, the parties have caused this Registration Rights
Agreement to be executed and delivered as of the date first above written.
SIGNATURE RESORTS, INC.
By /s/Xxxxxx X. Xxxxxx
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Title: President
HOLDERS
Power of Attorney By:
/s/Xxxxxx X. Xxxxxxxxx
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Xxxxxx X. Xxxxxxxxx
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SCHEDULE A
X.X. Investment & Realty, Inc.
Shinko Sangyou Co. Ltd.
Peachtree, Ltd.
Kenpoh, Inc.
KPI Realty, Inc.
Centaur Corp.
Xxxxx Xxxxxx
Xxxxx X. Xxxxxxxxx
Xxxx Xxxxxxxx
Xxxxxxx Xxxx
Xxxxxxx X. Xxxx
Xxxxxxx X. Xxxx Pension Plan
Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxxxx
Xxxxx X. Xxxxx
Xxxxx X. Xxxxx Xxxxx Plan
Xxxxxxx X. Xxxxx
Xxxxxx X. Xxxxxx XXX
Xxxxx Xxxxxx
Xxxxxx X. Xxxxxxxxx
Xxxxxx X. Xxxxxx
Xxxxxxx Xxxxx
Xxxxx X. Xxxxx SEP-XXX
The Xxxxxx Family Trust
Kenninger & Xxxxxxx Living Trust
MLPF&S, Inc. Cust FPO Xxxxxx Xxxxxxxxx Xxxxx
KOAR Group Inc. Profit Sharing & Savings Plan FPO Xxxxxx Xxxxxxxxx
Brains-Heart, Ltd.
Arai Development Co., Inc.
Kumagai El Paseo, Inc.
Tadaaka Chigusa
EKC Corporation
Sook Xx Xxx
Trustee of Xxxxx Xxxxxx Pension Plan
Xxxxx Xxxxxx Xxxxxx, Trustee
MLPF&S, Cust FPO Xxxxx Xxxxx Xxxxx
Trustee, Xxxxxxx X. Xxxxxxxx Pension Plan
Xxxx Xxxxxxxx
Xxxxx X. Xxxxxxx
Xxxx X. Xxxxxxxxx
Centaur, Inc.
Xxxxx X. Xxxxxxxx
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Xxxxxxx Xxxxxx, Trustee
Xxxxxxx Xxxxxx
Xxxxxxx Xxxxxx
Xxxxxxx X. Xxxxxx
Xxxxxxx Xxxxxxxx
Xxxxx Investments, Ltd.
Xxxxxxx Xxxxxxx
Canyon Partners Investments II, L.P.
Canyon Partners Investments V, L.P.
First Capital
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