REGISTRATION RIGHTS AGREEMENT
REGISTRATION RIGHTS AGREEMENT (the "Agreement") dated as of January 1,
1998 by and among Hospitality Worldwide Services, Inc., a New York corporation
(the "Company") and each of the shareholders listed on Schedule I hereto
(individually, a "Shareholder" and collectively, the "Shareholders"). This
Agreement is made pursuant to that certain Agreement and Plan of Merger dated as
of January 1, 1998, by and among the Company, HWS Acquisition Corp., a Delaware
corporation, Bekins Distribution Services Co., Inc., a Delaware corporation
("Bekins") and the Shareholders (the "Merger Agreement"). Capitalized terms used
herein without definition shall have the meanings set forth in the Merger
Agreement.
1. DEFINITIONS.
As used in this Agreement, the following terms shall have the
following meanings:
"COMMON STOCK": The Common Stock, $.01 par value per share, of
the Company.
"EXCHANGE ACT": The Securities Exchange Act of 1934, as
amended, and the rules and regulations of the SEC promulgated thereunder.
"PROSPECTUS": The prospectus included in any Registration
Statement (including, without limitation, a prospectus that discloses
information previously omitted from a prospectus filed as part of an effective
registration statement in reliance upon Rule 430A), as amended or supplemented
by any prospectus supplement, relating to the terms of the offering of any
portion of the Registrable Securities covered by such Registration Statement and
all other amendments and supplements to the Registration Statement or
prospectus, as the case may be, including post-effective amendments, and all
material incorporated or deemed to be incorporated by reference in such
prospectus.
"REGISTRABLE SECURITIES": The shares of Common Stock to be
issued and delivered to the Shareholders pursuant to the Merger Agreement and
any and all shares of Common Stock issued as a dividend or distribution thereon
or in connection with a split thereof or as a result of the recapitalization of
the Company, until such time as such Common Stock ceases to be Registrable
Securities as provided in the next sentence. Any Registrable Security will cease
to be a Registrable Security when (i) a Registration Statement covering such
Registrable Security has been declared effective by the SEC and such Registrable
Security has been disposed of pursuant to such effective Registration Statement
or (ii) such Registrable Security is distributed to the public pursuant to Rule
144 (or any similar rule then in force) under the
Securities Act or (iii) such Registrable Security is held by the Company.
"REGISTRATION STATEMENT": Any registration statement of the
Company that covers any of the Registrable Securities pursuant to the provisions
of this Agreement, including the Prospectus, amendments and supplements to such
registration statement or the Prospectus, as the case may be, including
post-effective amendments, all exhibits, and all material incorporated or deemed
to be incorporated by reference in such registration statement.
"RULE 144": Rule 144 under the Securities Act (and any
successor rule then in force).
"SEC": The Securities and Exchange Commission.
"SECURITIES ACT": The Securities Act of 1933, as amended, and
the rules and regulations promulgated by the SEC thereunder.
"UNDERWRITTEN REGISTRATION" OR "UNDERWRITTEN OFFERING": An
offering and sale of securities of the Company pursuant to a Registration
Statement under the Securities Act.
2. SECURITIES SUBJECT TO THIS AGREEMENT. The securities
entitled to the benefits of this Agreement are the Registrable Securities.
3. REGISTRATION.
(a) Subject to the limitations set forth in Section 3(b)
hereof, the Company shall use its best efforts to effect the Registration under
the Securities Act of all Registrable Securities in accordance with this Section
3(a). The Company shall file with the SEC a Registration Statement in respect of
the Registrable Securities (i) representing the Payment Shares and the Escrow
Shares not later than three months after the Closing Date (the "Initial
Registration") and (ii) representing the Make Whole Shares as soon as reasonably
practicable following the delivery thereof to the Shareholders (the "Deferred
Registration" and together with the Initial Registration, the "Registrations"
and individually as a "Registration"). In connection with each of the
Registrations, the Company shall use its best efforts to cause the same to be
declared effective by the SEC as soon thereafter as practicable. The Company
shall keep the Registration Statement filed in respect of each Registration
effective until the earlier to occur of (A) one (1) year following (x) in the
case of the Initial Registration, the Closing Date or (y) in the case of the
Deferred Registration, the date on which the Make Whole Shares are delivered to
the Shareholders and (B) the date when the Registrable Securities covered by
each respective Registration Statement have been sold pursuant thereto.
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(b) Notwithstanding the provisions of Section 3(a) hereof,
the Company shall have the right on one occasion at any time in respect of any
Registration Statement to delay the filing of such Registration Statement or to
withdraw such Registration Statement (or notify the holders of Registrable
Securities covered by such Registration Statement not to sell such Registrable
Securities pursuant to such Registration Statement) after the filing and the
effective date thereof (each such delay, withdrawal or notice is referred to
herein as a "Permitted Interruption") for a reasonable period of time (not to
exceed 90 days in any such case, which may not thereafter be extended) if, at
such time: (i) the Company is engaged in any active program for repurchase of
Common Stock and furnishes a certificate to that effect to the Shareholders or
(ii) the Board of Directors of the Company shall determine in good faith that
such offering will interfere with a pending or contemplated financing, merger,
acquisition, sale of assets, recapitalization or other similar corporate action
of the Company and the Company furnishes a certificate to that effect to the
Shareholders. After such Permitted Interruption, the Company shall use its best
efforts to restore such Registration or to effect such Registration (as the case
may be) within 30 days without further request from the Shareholders, unless
such request has been withdrawn by written notice of the Shareholders, and shall
increase the time that the Registration Statement remains effective pursuant to
Section 3(a) hereof for the time of such delay or withdrawal.
4. HOLDBACK AGREEMENTS.
RESTRICTIONS ON PUBLIC SALE BY SHAREHOLDERS OF REGISTRABLE
SECURITIES. Each Shareholder, if, as and when his Registrable Securities are
covered by a Registration Statement filed pursuant to Section 3 hereof, agrees,
if and to the extent requested by the Company, in the case of a non-underwritten
public offering of shares by the Company, or if and to the extent requested by
the managing underwriter or underwriters, in the case of an underwritten
offering (to the extent timely notified in writing by the Company or the
managing underwriter or underwriters), not to effect any public sale or
distribution of securities of the Company of any class included in such
Registration Statement, including a sale pursuant to Rule 144 (or any similar
rule then in force) under the Securities Act, except as part of such
non-underwritten or underwritten registration, during the 10-day period prior
to, and a period of up to 60 days (as determined by the Company, in the case of
any non-underwritten offering) or 90 days (as determined by the Company and the
managing underwriter or underwriters, in the case of an underwritten offering)
beginning on, the effective date of any non-underwritten or underwritten
offering made pursuant to such Registration Statement (any such period in
respect of a Registration Statement being referred to as a "Holding Period");
PROVIDED, however, that the period of time for which the Company is to maintain
the
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effectiveness of such Registration Statement pursuant to Section 3(a) shall be
increased by the length of the applicable Holding Period.
5. REGISTRATION PROCEDURES.
In connection with the registration obligations of the Company
pursuant to and in accordance with Section 3 of this Agreement, the Company
shall effect the Registrations to permit the sale of such Registrable Securities
in accordance with the intended method or methods of disposition thereof, and
pursuant thereto the Company shall as expeditiously as possible:
(a) prepare and file with the SEC a Registration Statement
relating to the Registration on any appropriate form under the Securities Act
that shall be available for the sale of the Registrable Securities by the
Shareholders in accordance with the intended method or methods of distribution
thereof, and use its best efforts to cause such Registration Statement to become
effective and remain effective as provided herein; PROVIDED, HOWEVER, that
before filing a Registration Statement or Prospectus or any amendments or
supplements thereto, as the case may be, the Company shall furnish to each
Shareholder and the managing underwriter or underwriters, if any, copies of all
such documents proposed to be filed, which documents will be subject to the
review of the Shareholders and such underwriter or underwriters, if any, and the
Company shall not file any such Registration Statement, or amendment thereto or
any Prospectus or any supplement thereto to which the Shareholders, or the
managing underwriter or underwriters, if any, shall reasonably object in writing
on a timely basis;
(b) prepare and file with the SEC such amendments and
post-effective amendments to each Registration Statement required to be filed
pursuant to Section 3 of this Agreement as may be necessary to keep each such
Registration Statement effective for the time period necessitated by the
intended methods of disposition contemplated by the distribution resulting in
the filing of such Registration Statement; cause the related Prospectus to be
supplemented by any required Prospectus supplement, and as so supplemented to be
filed pursuant to Rule 424 (or any similar provisions then in force) under the
Securities Act; and comply with the provisions of the Securities Act with
respect to the disposition of all securities covered by such Registration
Statement during such period in accordance with the intended methods of
disposition by the sellers thereof set forth in such Registration Statement, as
so amended, or such Prospectus as so supplemented;
(c) notify each Shareholder and the managing underwriter or
underwriters, if any, promptly, and (if requested by any such person) confirm
such notice in writing, (i) when a Prospectus or
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any Prospectus supplement or post-effective amendment related to such
Registrable Securities has been filed, and, with respect to any Registration
Statement or any post-effective amendment related to such Registrable
Securities, when the same has become effective, (ii) of any request by the SEC
for amendments or supplements to such Registration Statement or related
Prospectus or for additional information, (iii) of the issuance by the SEC of
any stop order suspending the effectiveness of such Registration Statement or
the initiation of any proceedings for that purpose, (iv) if at any time the
representations and warranties of the Company contained in any agreement
(including any underwriting agreement) contemplated by Section 5(j) below cease
to be true and correct, (v) of the receipt by the Company of any notification
with respect to the suspension of the qualification or exemption from
qualification of any of the Registrable Securities for sale in any jurisdiction
or the initiation or threatening of any proceeding for such purpose, (vi) of the
happening of any event that makes any statement made in such Registration
Statement or related Prospectus or any document incorporated or deemed to be
incorporated therein by reference untrue in any material respect or that
requires the making of any changes in such Registration Statement or Prospectus
so that such documents will not contain any untrue statement of a material fact
or omit to state any material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which they were
made, not misleading, and (vii) of the reasonable determination of the Company
that a post-effective amendment to such Registration Statement would be
appropriate;
(d) use its reasonable efforts to obtain the withdrawal
of any order suspending the effectiveness of a Registration
Statement;
(e) if requested in writing by the managing underwriter or
underwriters or the Shareholders, (i) immediately incorporate in a Prospectus
supplement or post-effective amendment such information as the managing
underwriter or underwriters and the Shareholders agree should be included
therein and as may be required by applicable law, (ii) make all required filings
of such Prospectus supplement or such post-effective amendment promptly after
the Company has received notification of the matters to be incorporated in such
Prospectus supplement or such post-effective amendment and (iii) supplement or
make amendments to such Registration Statement; PROVIDED, HOWEVER, that the
Company shall not be required to take any of the actions set forth in this
Section 5(e) that are not, in the opinion of counsel for the Company, in
compliance with or required by applicable law;
(f) furnish to each managing underwriter, if any, without
charge, at least one signed copy, and furnish to each Shareholder, without
charge, at least one conformed copy, of each Registration Statement related to
such Registrable Securities and
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any post-effective amendments thereto, including financial statements and
schedules, all documents incorporated therein by reference and all exhibits
(including, if requested, those previously furnished or incorporated by
reference);
(g) deliver to the Shareholders and the underwriters, if any,
without charge, as many copies of the Prospectus or Prospectuses related to such
Registrable Securities (including each preliminary prospectus) and as many
copies of any amendment or supplement thereto as they may reasonably request;
(h) prior to any public offering of Registrable Securities, to
register or qualify or cooperate with the Shareholders, the underwriters, if
any, and their respective counsel in connection with the registration or
qualification (or exemption from such registration or qualification) of such
Registrable Securities for offer and sale under the securities or Blue Sky laws
of such jurisdictions as the Shareholders or underwriters reasonably request in
writing; use its best efforts to keep each such registration or qualification
(or exemption therefrom) effective during the period such Registration Statement
is required to be kept effective; PROVIDED, HOWEVER, that the Company will not
be required to (i) qualify generally to do business in any jurisdiction where it
is not then so qualified, (ii) take any action that would subject it to general
service of process in any such jurisdiction where it is not then so subject or
(ii) take any action that would subject it to the assessment of taxes in any
such jurisdiction where it is not then so subject;
(i) cause all Registrable Securities covered by a Registration
Statement to be (i) listed on each securities exchange, if any, on which similar
securities issued by the Company are then listed or (ii) authorized to be quoted
on the National Association of Securities Dealers Automated Quotation System if
the securities so qualify and if the Company does not then have similar
securities listed on any securities exchange;
(j) enter into such agreements (including an underwriting
agreement in form, scope and substance as is customary in similar underwritten
offerings) and take all such other actions in connection therewith (including
those reasonably requested in writing by the managing underwriter or
underwriters, if any, or the Shareholders) in order to expedite or facilitate
the disposition of such Registrable Securities and in such connection, whether
or not an underwriting agreement is entered into and whether or not the
registration is an underwritten registration (i) obtain opinions of counsel to
the Company and updates thereof addressed to each Shareholder and each of the
underwriters, if any, covering the matters customarily covered in opinions
requested in underwritten offerings; (ii) to the effect a due diligence defense
is available, obtain "comfort" letters and updates thereof from the independent
certified public accountants of the Company addressed to each
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Shareholder and each of the underwriters, if any, such letters to be in
customary form and covering matters of the type customarily covered in "comfort"
letters in connection with similar underwritten offerings; and (iii) if an
underwriting agreement is entered into, the same shall contain customary
indemnification provisions and procedures no less favorable than those set forth
in Section 7 hereof with respect to all parties to be indemnified pursuant to
said Section; and
(k) so long as the Company is required to keep the
Registration effective, comply with all applicable rules and regulations of the
SEC and make generally available to its security holders earning statements
satisfying the provisions of Section 11(a) of the Securities Act and Rule 158
thereunder no later than 45 days after the end of any 12-month period (or 90
days after the end of any 12-month period if such period is a fiscal year) (i)
commencing at the end of any fiscal quarter in which Registrable Securities are
sold to underwriters in a firm commitment or are sold in a best efforts
underwritten offering, and (ii) if not sold to underwriters in such an offering,
commencing on the first day of the first fiscal quarter of the Company after the
effective date of a Registration Statement, which statements shall cover said
12-month periods.
The Company may require each Shareholder to furnish to the
Company such information regarding the distribution of such Registrable
Securities as the Company may from time to time reasonably request in writing
and the Company may exclude from such registration the Registrable Securities of
any Shareholder if he fails to furnish such information within a reasonable time
after receiving such request.
Each Shareholder agrees by acquisition of such Registrable
Securities that, upon receipt of any notice from the Company of the happening of
any event of the kind described in Section 5(c)(ii), (iii), (v), (vi) or (vii)
hereof, such Shareholder shall immediately discontinue disposition of such
Registrable Securities covered by such Registration Statement or Prospectus
until such Shareholder's receipt of the copies of the supplemented or amended
Prospectus contemplated by Section 5(b) hereof, or until it is advised in
writing (the "Advice") by the Company that the use of the applicable Prospectus
may be resumed, and has received copies of any additional or supplemental
filings which are incorporated or deemed to be incorporated by reference in such
Prospectus. In the event the Company shall give any such notice, the time period
mentioned in Section 5(b) hereof shall be extended by the number of days during
the time period from and including the date of the giving of such notice to and
including the date when Shareholders shall have received the copies of the
supplemented or amended Prospectus contemplated by Section 5(b) hereof or the
Advice.
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6. REGISTRATION EXPENSES.
All reasonable fees and expenses incident to the Company's
performance of or compliance with this Agreement shall be borne by the Company
whether or not any Registration Statement becomes effective including, without
limitation: (i) all registration and filing fees (including, without limitation,
fees and expenses (A) with respect to filings required to be made with the
National Association of Securities Dealers, Inc., and (B) with respect to
compliance with securities or Blue Sky laws); (ii) fees and disbursements of
counsel for the Company; (iii) fees and disbursements of all independent
certified public accountants for the Company (including, without limitation, the
expenses of any special audit and "cold comfort" letters required by or incident
to such performance); (iv) Securities Act liability insurance if the Company so
desires such insurance; and (v) fees and expenses of all other persons retained
by the Company. The Company shall not pay any fees or expenses incurred by any
Shareholder, including, without limitation, accounting and legal expenses of any
Shareholder and commissions or discounts attributable to any Shareholder's sale
of Registrable Securities.
7. INDEMNIFICATION.
(a) INDEMNIFICATION BY THE COMPANY. The Company shall
indemnify and hold harmless each Shareholder, to the full extent permitted by
law, from and against all losses, claims, damages, liabilities, costs
(including, without limitation, reasonable costs of preparation and reasonable
attorney's fees) and expenses (collectively, "Losses"), arising out of or based
upon any untrue statement or alleged untrue statement of a material fact
contained in any Registration Statement, Prospectus or preliminary prospectus
relating to the Registrable Securities, or arising out of or based upon any
omission or alleged omission of a material fact required to be stated therein or
necessary to make the statements therein not misleading, except insofar as the
same are based solely upon information furnished in writing to the Company by
such Shareholder or on such Shareholder's behalf expressly for use therein. The
Company shall also indemnify underwriters, selling brokers, dealer-managers and
similar securities industry professionals participating in the distribution,
their officers, directors, agents and employees and each person who controls
such persons (within the meaning of Section 15 of the Securities Act or Section
20 of the Exchange Act) to the same extent as provided above with respect to the
indemnification of such Shareholder.
(b) INDEMNIFICATION BY SHAREHOLDERS. In connection with any
Registration Statement in which any Shareholder is participating, such
Shareholder shall furnish to the Company in writing such information as the
Company reasonably requests for use in connection with any Registration
Statement or Prospectus and agrees to indemnify and hold harmless, to the full
extent permitted
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by law, the Company, its directors, officers, agents and employees, each person
who controls the Company (within the meaning of Section 15 of the Securities Act
or Section 20 of the Exchange Act) and the directors, officers, agents or
employees of such controlling persons, from and against all Losses arising out
of or based upon any untrue statement or alleged untrue statement of a material
fact contained in any Registration Statement, Prospectus or preliminary
prospectus relating to the Registrable Securities, or arising out of or based
upon any omission or alleged omission of a material fact required to be stated
therein or necessary to make the statement therein not misleading, to the
extent, but only to the extent, that such untrue statement or alleged untrue
statement or omission or alleged omission is contained in any information
furnished by such Shareholder or on such Shareholder's behalf to the Company.
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 or on their
behalf expressly for use in any Prospectus or Registration Statement.
(c) CONDUCT OF INDEMNIFICATION PROCEEDINGS. If any action or
proceeding (including any governmental investigation or inquiry) shall be
brought or any claim shall be asserted against any person entitled to indemnity
hereunder (an "indemnified party"), such indemnified party shall promptly notify
the party from which such indemnity is sought (the "indemnifying party") in
writing, and the indemnifying party shall assume the defense thereof, including
the employment of counsel and the payment of all fees and expenses incurred in
connection with the defense thereof. Any such indemnified party shall have the
right to employ separate counsel in any such action, claim or proceeding and to
participate in the defense thereof, but the fees and expenses of such counsel
shall be the expenses of such indemnified party unless (i) the indemnifying
party has agreed to pay such fees and expenses or (ii) the indemnifying party
shall have failed to promptly assume the defense of such action, claim or
proceeding and to employ counsel for the indemnified party in any such action,
claim or proceeding, it being understood, however, that the indemnifying party
shall not, in connection with any one such action, claim or proceeding or
separate but substantially similar or related actions, claims or proceedings in
the same jurisdiction arising out of the same general allegations or
circumstances, be liable for the fees and expenses of more than one separate
firm of attorneys at any time for all such indemnified parties.
(d) CONTRIBUTION. If the indemnification provided for in this
Section 7 is unavailable to an indemnified party under Section 7(a) or 7(b)
hereof (other than by reason of exceptions provided in those Sections) in
respect of any Losses, then each applicable indemnifying party, in lieu of
indemnifying such indemnified party, shall contribute to the amount paid or
payable
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by such indemnified party as a result of such Losses, in such proportion as is
appropriate to reflect the relative fault of the indemnifying party and
indemnified party in connection with the actions, statements or omissions which
resulted in such Losses as well as any other relevant equitable considerations.
The relative fault of such indemnifying party and such indemnified party shall
be determined by reference to, among other things, whether any action in
question, including any untrue statement or alleged untrue statement of a
material fact or omission or alleged omission of a material fact, has been taken
or made by, or relates to information supplied by, such indemnifying party or
indemnified party, and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such action, statement or
omission. The amount paid or payable to a party as a result of any Losses shall
be deemed to include any legal or other fees or expenses reasonably incurred by
such party in connection with any investigation or proceeding.
The parties hereto agree that it would not be just and
equitable if contribution pursuant to this Section 7(d) were determined by pro
rata allocation or by any other method of allocation which does not take into
account the equitable considerations referred to in the immediately preceding
paragraph. No person found guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) by judgment of a court of
competent jurisdiction whose judgment is final beyond appeal shall be entitled
to contribution from any person who was not guilty of such fraudulent
misrepresentation.
8. UNDERWRITTEN REGISTRATIONS.
If any Registration is an underwritten offering, the Company
will have the right to select the investment banker or investment bankers and
manager or managers to administer the offering. A Shareholder may not
participate in any underwritten registration hereunder unless such Shareholder
(a) agrees to sell his Registrable Securities on the basis provided in any
underwriting arrangements approved by the persons entitled hereunder to approve
such arrangements and (b) completes and executes all questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents required
under the terms of such underwriting arrangements. Notwithstanding any other
provision of this Agreement, if the underwriter in an underwritten offering
advises the Company in writing that marketing factors require a limitation of
the number of securities to be underwritten, then the number of Registrable
Securities that may be included in such underwritten offering shall, as nearly
as possible, be reduced pro rata among each holder of Common Shares whose Common
Shares were to be included in such underwritten offering, on the basis of the
number of Common Shares so requested by each holder to be included in such
underwritten offering.
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9. AMENDMENT AND MODIFICATION. This Agreement may be amended,
modified or supplemented in any respect only by written agreement by the Company
and the holders of a majority of the issued and outstanding shares of
Registrable Securities.
10. GOVERNING LAW. This Agreement and the rights and
obligations of the parties hereunder shall be governed by, and construed and
interpreted in accordance with, the laws of the State of New York, without
giving effect to the choice of law principles thereof.
11. INVALIDITY OF PROVISION. The invalidity or
unenforceability of any provision of this Agreement in any jurisdiction shall
not affect the validity or enforceability of the remainder of this Agreement in
that jurisdiction or the validity or enforceability of this Agreement, including
that provision, in any other jurisdiction.
12. NOTICES. All notices and other communications hereunder
shall be in writing and, unless otherwise provided herein, shall be deemed duly
given if delivered personally or mailed by registered or certified mail (return
receipt requested) to the parties at the following addresses or (at such other
address for the party as shall be specified by like notice):
(a) If to the Company:
Hospitality Worldwide Services, Inc.
450 Park Avenue, Suite 2603
New York, NY 10022
Attention: Mr. Howard G. Anders
with a copy to:
Olshan Grundman Frome & Rosenzweig LLP
505 Park Avenue
New York, New York 10022
Attention: Robert H. Friedman, Esq.
(b) If to a Shareholder, as listed on Schedule I to the
Merger Agreement or as such Shareholder shall
designate to the Company in writing.
13. HEADINGS; EXECUTION IN COUNTERPARTS. The headings and
captions contained herein are for convenience of reference only and shall not
control or affect the meaning or construction of any provision hereof. This
Agreement may be executed in any number of counterparts, each of which shall be
deemed to be an original and all of which together shall constitute one and the
same instrument.
14. ENTIRE AGREEMENT. This Agreement, including any exhibits
hereto and the documents and instruments referred to
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herein and therein, embodies the entire agreement and understanding of the
parties hereto in respect of the subject matter contained herein. There are no
restrictions, promises, representations, warranties, covenants or undertakings,
other than those expressly set forth or referred to herein. This Agreement
supersedes all prior agreements and understandings between the parties with
respect to such subject matter.
15. SUCCESSORS AND ASSIGNS. This Agreement shall be binding
upon the parties hereto and their successors and assigns.
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IN WITNESS WHEREOF, this Agreement has been signed by each of
the parties hereto as of the day and year first above written.
HOSPITALITY WORLDWIDE SERVICES, INC.
By: /s/ Howard G. Anders
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Howard G. Anders
Executive Vice President
SHAREHOLDERS:
/s/ Barney A. Ebsworth
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Barney A. Ebsworth
/s/ Michael J. Scanell
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Michael J. Scanell
/s/ Wayne L. Smith, II
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Wayne L. Smith, II
/s/ Daniel P. Kelly
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Daniel P. Kelly
/s/ Stanley A. Eisen
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Stanley A. Eisen
/s/ Daniel A. Field
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Daniel A. Field
/s/ Russell J. Sainz
----------------------------------------
Russell J. Sainz
/s/ Christiane Ebsworth
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Christiane Ebsworth
/s/ S. N. Roseberry
----------------------------------------
S. N. Roseberry
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/s/ Steve C. DeValliere
----------------------------------------
Steve C. DeValliere
/s/ Irving L. Watson
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Irving L. Watson
/s/ Robert Hannegan
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Robert Hannegan
National Automobile and Casualty
Insurance Co.
By:/s/ J. V. O'Donnell
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J. V. O'Donnell
Fair Oaks Investment LLC
By:/s/ Matthew Koster
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Matthew Koster
Manager
/s/ Matthew Koster
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Matthew Koster
/s/ Mark Read
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Mark Read
/s/ Amy Kaspar
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Amy Kaspar
/s/ Mimi Taylor
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Mimi Taylor
/s/ Mark Sarrett
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Mark Sarrett
/s/ Tim Young
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Tim Young
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