EXHIBIT 4
REGISTRATION RIGHTS AGREEMENT
-----------------------------
This Registration Rights Agreement (the "Agreement") is made and entered
into as of May 15, 1997 (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 an Agreement and Plan of Merger,
dated May 15, 1997 (the "Merger Agreement"), among the Company, a wholly-owned
subsidiary of the Company (the "Subsidiary") and Plantation Resorts Group, Inc.,
a Virginia corporation ("PRG"), pursuant to which the Subsidiary will merge with
and into PRG (the "Merger"). As a result of the Merger, the Holders will
exchange of their interests in PRG for an aggregate number of shares of Company
common stock, $0.01 par value per share (the "Common Stock"), as determined in
accordance with Section 1.3 of the Merger Agreement. As used herein the term
"Registrable Shares" shall refer to such aggregate number of shares of Common
Stock upon original issuance thereof, and at all times subsequent thereto, and
shall include any securities issued or issuable with respect to such Common
Stock by way of a stock dividend or stock split or in a combination or
recapitalization -of such shares, until the earlier to occur of such time as (i)
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 and (ii) such earlier time
as all such shares are tradeable without restriction under any applicable rules
and regulations under the Securities Act of 1933, as amended (the "Securities
Act").
The parties hereby agree as follows:
1. Shelf Registration.
------------------
(a) The Company shall (i) prepare and file with the Securities and
Exchange Commission (the "Commission") a registration statement for an offering
to be made on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act covering the Registrable Shares, or (ii) amend an effective Shelf
Registration of the Company to provide for the inclusion 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
----
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; provided, however, that if Form
S-1 is used to register the Registrable Shares and the Company shall thereafter
become eligible to use Form S-3, the Company shall, beginning with the Company's
next filing after having established S-3 eligibility, file with the Commission a
post-effective amendment to the Shelf Registration converting the Form S-1 into
a Form S-3). The Company shall use its maximum reasonable 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 closing of the
Merger contemplated in the Merger Agreement; and (ii) keep the Shelf
Registration continuously effective under the Securities Act for a period (the
"Effectiveness Period") of the shorter of (A) three years from the Issue Date,
(B) such period that will terminate when all Registrable Shares are tradeable
without restriction under any applicable rules and regulations under the
Securities Act, and (C) such 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 require in its sole discretion that Registrable Shares
proposed to be sold pursuant to the Shelf Registration effected pursuant to this
Section 1 be sold in trades, which shall be block trades if requested by the
approved underwriter(s) or broker-dealer, through approved underwriter(s), or
broker-dealers, including ▇▇▇▇▇▇▇▇▇▇ Securities, ▇▇▇▇▇▇▇ Sachs & Co., ▇▇▇▇▇
▇▇▇▇▇▇ Inc. or ▇▇▇▇▇ ▇▇▇▇▇▇ Incorporated, or such other underwriter(s) or
broker-dealers selected by the Company. In the event that the Company has
either given Notice or at such time gives Notice of an Underwritten Offering
(each as defined in Section 2 below) in which the Holder is offered the
opportunity to participate and the Company provides with such Notice a statement
signed in the name of the Company that the Company reasonably anticipates the
completion of such Underwritten Offering within 30 days of the date of the
Notice, the Company may require that the Holders discontinue public sales of
such Holder's Registrable Securities (other than through such Underwritten
Offering) for the shorter of the 30-day period set forth in such Notice or the
period ending on the date of the closing of such Underwritten Offering. In the
event any of the Registrable Shares covered by the Shelf Registration effected
pursuant to this Section 1 are sold in such an Underwritten Offering, the
investment banker or investment bankers and manager or managers that will manage
such offering will be selected in accordance with Section 6 below.
(c) 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 during a
-----------------------
period of two years following the Issue Date, the Company shall propose to file
with the Commission a registration statement (a "Registration Statement") under
the Securities Act with respect to the proposed sale by the Company of shares of
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 Securities 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.
2
3. Company's Obligations. In connection with 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, it shall:
(a) Prior to the filing of any Shelf Registration or Registration Statement
or any amendment or supplement thereto, furnish to the Holders and one counsel
chosen by the selling Holders copies of all documents required to be filed,
which documents shall be subject to review by such Holders and counsel before
the filing is made, and comply with any reasonable request made by such Holders
or counsel to make changes to any information relating to such Holders contained
in such filing or documents;
(b) 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;
(c) 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;
(d) Notify the Holders promptly of any request by the Commission for the
amending or supplementing of such Shelf Registration, Registration Statement or
related prospectus or for additional information;
(e) Prepare and file with the Commission any amendments or supplements to
such Shelf Registration, Registration Statement or related prospectus which may
be necessary or advisable to keep such Shelf Registration or 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 Shelf
Registration or 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, 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;
(f) Prepare and promptly file with the Commission, and promptly notify the
Holders of the filing, of any amendment or supplement to such Shelf Registration
or Registration Statement or prospectus which 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;
(g) 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 prospectuses as may be necessary to permit compliance with the
requirements of Section 10(a)(3) of the Securities Act;
3
(h) 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 maximum reasonable efforts to prevent the
issuance of any stop order or to obtain its withdrawal if such stop order should
be issued;
(i) Use its maximum reasonable 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;
(j) 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;
(k) Enter into a written underwriting agreement in customary form and
substance satisfactory to the Company and any managing underwriter or
underwriters of any Underwritten Offering;
(l) Include for quotation all Registrable Shares covered by such Shelf
Registration or Registration Statement on the NASDAQ National Market or such
other securities exchange on which the Common Stock may then be traded;
(m) Provide a transfer agent and registrar for all Registrable Shares
covered by such Shelf Registration or Registration Statement not later than the
effective date of such Shelf Registration or Registration Statement; and
(n) Comply or continue to comply in all material respects with the
Securities Act and the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and with all applicable rules and regulations of the Commission
promulgated thereunder.
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 3(f) 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 3(f)
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.
4
4. Holders' Obligation to Furnish Information. In connection with 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
reasonably 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 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 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.
5. Expenses. The Company shall pay all expenses (the "Registration
--------
Expenses") incident to each registration of the Registrable Shares under
Sections 1 and 2, including, without limitation, all registration, filing, NASD
and listing 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,
reasonable fees and disbursements for one counsel for the selling Holders, 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, but excluding underwriting discounts and commissions
and fees and expenses 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 for more than one
counsel for selling Holders and other selling expenses, if any, which shall be
paid by the selling Holders.
6. Selection of Underwriter. In the event of any Registration 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.
7. Priority in Incidental Registration. If in connection with an
-----------------------------------
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
5
such Registration Statement; provided that in all cases the Holders of
--------
Registrable 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.
8. Underwritten Offerings. In the event that Registrable Shares are 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.
9. Indemnification.
---------------
(a) By the Company. In the event of any registration of the Registrable
--------------
Shares of the Company under the Securities Act, the Company will, and hereby
does, indemnify and hold harmless each Holder 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 (including reasonable
attorneys' fees) or liabilities, joint or several, to which the Company or such
Holder or any such director, officer, 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 Registrable Shares 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, 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, further, that the Company shall
-------- -------
not be liable to any person 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 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
6
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 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
------------------------------
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 9) the Company, each director of the Company, each officer
of the Company, each other person who participates as an underwriter in an
Underwritten Offering 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 concerning such Holder specifically for
use in the preparation of such registration statement, preliminary prospectus,
final prospectus, summary prospectus, amendment or supplement; provided, that
--------
any amounts paid by a Holder pursuant to this Section 9(b) to indemnify the
Company (including any director, officer or controlling person thereof) shall
not exceed net proceeds received by such Holder from the sale of its Registrable
Shares included in any such registration statement. 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.
Nothing herein shall preclude the Company from receiving 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 party
----------------------
of notice of the commencement of any action or proceeding involving a claim
referred to in the preceding subdivisions of this Section 9, 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 as provided
--------
herein shall not relieve the indemnifying party of its obligations under the
preceding paragraphs of this Section 9, 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
7
indemnified party for any legal or other expenses subsequently incurred by the
party in connection with the defense thereof other than reasonable costs of
investigation. The indemnified party shall have the right to employ its own
counsel in any such action, but the fees and expenses of such counsel shall be
at the expense of such indemnified party unless (i) the employment of counsel by
such indemnified party has been authorized in writing by the indemnifying party,
(ii) the indemnified party shall have reasonably concluded upon written advice
of legal counsel that there may be a conflict of interest between the
indemnifying party and the indemnified party in the conduct of the defense of
such action (in which case the indemnifying party shall not have the right to
direct the defense of such action on behalf of the indemnified party), or (iii)
the indemnifying party shall not have employed counsel to assume the defense of
such action within a reasonable time after notice of the commencement thereof,
in each of which cases the fees and expenses of counsel shall be at the expense
of the indemnifying party. 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 in
---------------------
paragraphs (a) through (c) of this Section 9 (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 Section
-----------------------
9 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 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 9 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 9 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 9 shall be deemed to
include, for purposes of this Section 9, any legal or other expenses reasonably
incurred by such
8
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.
10. Rule 144. So long as the Company has any securities registered under
--------
Section 12 of the Exchange Act, the Company will timely 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 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. For so long as the Holders are
affiliates of the Company due to their ownership of the Registrable Shares, the
provisions of this Section 10 shall survive the termination or cancellation of
this Agreement.
11. 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.
12. Notices. Any notice from one party to the other shall be in 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.
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq.
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
with a copy to:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Esq.
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇
1600 ▇▇▇▇▇▇▇ Building
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇.
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
9
If to any Holder:
At its address as it appears on the register of holders of Common
Stock maintained by the Company.
13. Assignment. This Agreement shall be binding upon and inure to
----------
the benefit of and be enforceable by the parties hereto and their respective
successors and permitted assigns as hereinafter set forth in this Section 13.
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 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.
14. 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.
15. Governing Law. The validity of this Agreement and all matters
-------------
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.
16. Counterparts. This Agreement may be executed simultaneously in
------------
any number of counterparts, each of which shall be deemed an original, but all
such counterparts shall together constitute one and the same instrument.
17. Attorneys' Fees. In the event that either party is required to
---------------
file suit to enforce the provisions of this Agreement, the parties agree that
the costs of such action, including reasonable attorneys fees, or the similar
costs of the defense of such action, shall be paid by the losing party to the
prevailing party.
18. Entire Agreement; Amendment. This Agreement contains all of the
---------------------------
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.
10
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:
-------------------------------------------
Title: COO
----------------------------------------
HOLDERS
/s/ ▇▇▇ ▇. ▇▇▇
----------------------------------------------
▇▇▇ ▇▇▇
/s/ ▇▇▇▇▇▇ ▇▇▇
----------------------------------------------
▇▇▇▇▇▇ ▇▇▇
OFFSITE INTERNATIONAL, INC.
By:
-------------------------------------------
Title: President
----------------------------------------
[CORPORATE SEAL]
PLANTATION GROUP, L.L.C.
By:
-------------------------------------------
▇▇▇▇ CONSTRUCTION, INC.
By:
-------------------------------------------
Title:
----------------------------------------
[CORPORATE SEAL]
11
SCHEDULE "A"
------------
▇▇▇ ▇▇▇
▇▇▇▇▇▇ ▇▇▇
Offsite International, Inc.
Plantation Group, L.L.C.
▇▇▇▇ Construction, Inc.
12