AMENDED AND RESTATED
SHAREHOLDERS' AGREEMENT
This Amended and Restated Shareholders' Agreement (this "Agreement") is
entered into the 30th day of October, 2001, among Xxxx-Co Management, Inc., a
Michigan corporation (the "Company"), The Taubman Realty Group Limited
Partnership, a Delaware limited partnership ("TRG"), The A. Xxxxxx Xxxxxxx
Restated Revocable Trust, as amended in its entirety by Instrument dated January
10, 1989 and subsequently by Instrument dated June 25, 1997, as the same may
hereafter be amended from time to time (the "AAT Trust") and Xxxx-Co Holdings
LLC, a Delaware limited liability company ("Holdings"), based upon the
following:
A. On November 20, 1992, the Company, TRG, the AAT Trust, and Xxxx-Co
Holdings Limited Partnership, a Delaware limited partnership, entered into a
shareholders' agreement (the "Shareholders' Agreement") governing the Company's
activities and the Company's voting common stock and non-voting common stock.
B. On October 30, 2001, the Company's Articles of Incorporation were
amended to provide that the Company has the authority to issue 60,000 shares of
common stock with full voting power.
C. Pursuant to the amendment to the Company's Articles of Incorporation,
all the non-voting shares became voting shares, and immediately after the filing
of the amendment, each share of the Company's non-voting common stock was
automatically converted into a share of voting common stock.
D. On October 30, 2001, Xxxx-Co Holdings Limited Partnership was
converted into a Delaware limited liability company known as "Holdings."
1
E. The parties hereto now wish to amend and restate the Shareholders'
Agreement in its entirety to reflect Holdings (as the successor to Xxxx-Co
Holdings Limited Partnership pursuant to its conversion to a limited liability
company) as a shareholder in the Company and for certain other reasons.
NOW THEREFORE, the parties hereto agree that the Shareholders' Agreement is
hereby amended and restated in its entirety to read as follows:
ARTICLE 1.
DEFINITIONS
As used in this Agreement, the following terms have the meanings indicated
below or in the Sections referred to below:
1.1 "AAT" means A. Xxxxxx Xxxxxxx.
1.2 "AAT Trust" is defined in the Preamble to this Agreement.
1.3 "Affiliate" means: (i) with respect to any individual, any member of
such individual's Immediate Family, a Family Trust with respect to such
individual, and any Person (other than an individual) in which such individual
and/or his Affiliate(s) owns, directly or indirectly, more than 50% of any class
of Equity Security or of the aggregate Beneficial Interest of all beneficial
owners, or in which such individual or his Affiliate is the sole general
partner, or the sole managing general partner, or the sole managing member, or
that is Controlled by such individual and/or his Affiliates; and (ii) with
respect to any Person (other than an individual), any Person (other than an
individual) which Controls, is Controlled By, or is Under Common Control With,
such Person, and any individual who is the sole general partner or the sole
managing general partner or the sole managing member in, or who Controls, such
Person.
1.4 "Agreement" is defined in the Preamble to this Agreement.
1.5. "Beneficial Interest" means an interest, whether as partner,
shareholder, cestui que trust, or otherwise, a contract right, or a legal or
equitable position under or by which the possessor participates in the economic
or other results of a Business Organization to which such interest, contract
right, or position relates.
1.6. "Book Value" means the amount, at the relevant time and as determined
pursuant to GAAP and as certified by the Company's independent public
accountants, by which the Company's total assets exceed the Company's total
2
liabilities, except that, for purposes of determining Book Value: any Units of
Partnership Interest (as defined in the Continuing Offer) held by the Company
shall be valued pursuant to the formula set forth in the Continuing Offer; the
Company's interest in the Manager shall be valued in the same manner as TRG's
interest in the Manager is valued pursuant to Section 8.2 of the Operating
Agreement; marketable securities shall be valued at their fair market value
reduced by any federal and state taxes that would be incurred upon the
disposition of such securities at the relevant time for such fair market value;
and the Company's interest in the Subsidiaries which it currently owns and as
they currently exist shall be deemed to have no value.
1.7 "Business Organization" means any trust, general partnership, limited
partnership, limited liability company, corporation, joint venture, business
trust, cooperative, association, or other form of business organization,
regardless of whether it is recognized as a legal entity under applicable law.
1.8 "Closing Date" has the meaning ascribed to it in Section 2.3 of this
Agreement.
1.9 "Code" means the Internal Revenue Code of 1986, as amended from time to
time, and corresponding provisions of succeeding law.
1.10 "Common Stock" means the 60,000 shares of voting common stock that the
Company is authorized to issue as of the date of this Agreement, and any and all
securities issued in respect thereof, in exchange therefor, or into which the
Common Stock may hereafter be changed, whether by reason of any stock dividend,
stock split, recapitalization, reorganization, merger, consolidation,
combination, exchange or otherwise.
1.11 "Company" is defined in the Preamble to this Agreement.
1.12 "Continuing Offer" means the irrevocable offer of Taubman Centers,
Inc. ("TCI"), to certain partners in TRG and others, pursuant to which TCI may
acquire interests in TRG in exchange for shares of TCI's common stock, as the
same may exist from time to time.
1.13 "Control(s)" (and the related terms "Controlled By" and "Under Common
Control With") means, with respect to any Person (other than an individual),
possession by the applicable Person or Persons of the power, acting alone (or,
solely among such applicable Persons, acting together), to designate and direct
or cause the designation and direction of the management and policies thereof,
whether through the ownership of voting securities, by contract, or otherwise.
1.14 "Election Notice" means the written notice delivered by the Company to
TRG, by which the Company elects to exercise the right (pursuant to Section 2.2
of this Agreement) to purchase all, but not less than all, of the shares of
Common Stock subject to a Third Party Offer that TRG desires to accept.
3
1.15 "Equity Security" has the meaning ascribed to it pursuant to the
Securities Exchange Act of 1934 and the rules and regulations thereunder, in
each case as amended to the date hereof.
1.16 "Expiration Election Notice" has the meaning ascribed to it in Section
2.3 of this Agreement.
1.17 "Expiration Event" has the meaning ascribed to it in Section 2.3 of
this Agreement.
1.18 "Family Trust" means, with respect to any individual, a trust for the
benefit of such individual or for the benefit of any member or members of such
individual's Immediate Family or for the benefit of such individual and any
member or members of such individual's Immediate Family (for the purpose of
determining whether a trust is a Family Trust, the fact that one or more of the
beneficiaries (but not the sole beneficiary) of the trust includes a Person or
Persons, other than a member of such individual's Immediate Family, entitled to
a distribution after the death of the settlor if he, she, it, or they shall have
survived the settlor of such trust, which distribution is to be made of
something other than shares of Common Stock, and/or includes an organization or
organizations exempt from federal income taxes pursuant to the provisions of
Section 501(a) of the Code and described in Section 501(c)(3) of the Code, shall
be disregarded); provided however, that in respect of transfers by way of
testamentary or inter vivos trust, the trustee or trustees shall be solely such
individual, a member or members of such individual's Immediate Family, a
responsible financial institution, and/or an attorney who is then entitled to
practice law in any state in the United States.
1.19 "GAAP" means generally accepted accounting principles.
1.20 "Holdings Members" means those Persons holding, at the relevant time,
a Holdings Membership Interest. At the date of this Agreement, the Holdings
Members are the AAT Trust, Xxxxxx X. Xxxxxxx, and Xxxxxxx X. Xxxxxxx. Reference
to a Holdings Member includes any of the Holdings Members.
1.21 "Holdings Membership Interest" means the right to receive
distributions from Holdings, the right to receive allocations of profits and
losses with respect to Holdings' business, the right, if any, to participate in
the management of Holdings, and all other legal and equitable rights that a
Person has or may have as a member in Holdings.
1.22 "Immediate Family" means, with respect to a Person, such Person's
spouse (former or then current), (ii) such Person's parents and grandparents,
and (iii) ascendants and descendants (natural or adoptive, of the whole or half
blood) of such Person's parents or of the parents of such Person's spouse
(former or then current).
4
1.23 "Manager" means The Taubman Company LLC, a Delaware limited liability
company.
1.24 "Master Services Agreement" means the Master Services Agreement
between TRG and the Manager, as the same may be amended or supplemented, and any
agreement entered into by TRG and the Manager in replacement thereof.
1.25 "Operating Agreement" means the Operating Agreement between TRG and
the Company with respect to the formation and operation of the Manager, as the
same may be amended or supplemented.
1.26 "Option" has the meaning ascribed to it in Section 2.3 of this
Agreement.
1.27 "Permitted Transferee" means: (i) with respect to any Holdings Member
(other than the AAT Trust), (a) Holdings, (b) the AAT Trust, (C) a Holdings
Member, (d) any Person designated by the AAT Trust that is a Permitted
Transferee of the AAT Trust, and (e) a Family Trust of such Holdings Member,
provided that such Holdings Member, during his lifetime, is the sole trustee of
such Family Trust and has the sole and exclusive authority to Transfer, and
exercise any voting or other rights with respect to, the Holdings Membership
Interest held by such Family Trust; and (ii) with respect to the AAT Trust and
Holdings, (a) AAT, (b) an Affiliate of AAT or of the AAT Trust, (c) a Holdings
Member, and (d) Holdings.
1.28 "Person" or "Persons" means an individual, a partnership (general or
limited), limited liability company, corporation, joint venture, business trust,
cooperative, association, or other form of business organization, whether or not
regarded as a legal entity under applicable law, a trust (inter vivos or
testamentary), an estate of a deceased, insane, or incompetent person, a quasi
governmental entity, a government or any agency, authority, political
subdivision, or other instrumentality thereof, or any other entity.
1.29 "Shareholders" means TRG, Holdings, and their permitted successors and
assigns. "Shareholder" means any of the Shareholders.
1.30 "Shareholders' Agreement" is defined in Recital A hereto.
1.31 "Subsidiaries" means any corporation the voting securities of which
are 100% owned by the Company, which exists primarily to provide (directly or
indirectly) goods or services to, or for the benefit of, TRG or any of its
properties or TCI or any of its properties, and which, in the conduct of such
activities, does not hold material assets. As of the date hereof, the following
corporations constitute Subsidiaries: Adaide Company, a Michigan corporation,
Mall Financing, Inc., a Michigan corporation, Taubman Management Services, Inc.,
a Michigan corporation, Taubman Services, Inc., a Michigan corporation, Xxxxxxx
Center Restaurant Corp., a California corporation, MMW-87A, Inc., a Michigan
corporation, Survivor, Inc., a Michigan corporation, Xxxx-Co C, Inc., a Michigan
corporation, Xxxxxxx Finance Corporation, a Delaware corporation, Xxxxxxx
Partners I, Inc., a Delaware
5
corporation, Xxxxxxx Partners II, Inc., a Delaware corporation, Xxxx Co
Biltmore, Inc., a Delaware corporation, Xxxx-Co Cherry Creek, Inc., a Delaware
corporation, Xxxx-Co Fairfax, Inc., a Michigan corporation, and Woodland Finance
Corporation, a Delaware corporation.
1.32 "Termination Election Notice" has the meaning ascribed to it in
Section 2.3 of this Agreement.
1.33 "Termination Event" has the meaning ascribed to it in Section 2.3 of
this Agreement.
1.34 "Third Party Offer" means a bona fide offer to purchase, solely for
cash, all (but not less than all) of the shares of Common Stock owned by TRG
that TRG receives from a Third Party Offeror.
1.35 "Third Party Offeror" means a third party who is not an Affiliate of
TRG.
1.36 "Transfer" means assigning, selling, transferring, exchanging,
pledging, placing or permitting a lien to exist upon or otherwise encumbering,
granting an option or proxy (other than a proxy granted on a short term basis
(i.e., for a single meeting) to an officer of the owner of the relevant
interest), or granting any interest in or rights incident or relating to, or
otherwise disposing, whether voluntarily or involuntarily, or by operation of
law, for or without consideration and including, without limitation, any
transfer by testamentary disposition.
1.37 "TRG" is defined in the Preamble to this Agreement.
1.38 "Valuation Date" means the last day of the full month immediately
preceding the Closing Date.
1.39 "Valuation Date Book Value" has the meaning ascribed to it in Section
2.3 of this Agreement.
ARTICLE 2.
TRANSFERS OF COMMON STOCK
AND HOLDINGS MEMBERSHIP INTERESTS
2.1. General. Except as expressly permitted by this Agreement, without the
prior written approval of the other Shareholder, neither Shareholder shall
Transfer all or any shares of the Common Stock held by such Shareholder. Any
attempt to Transfer shares of Common Stock in violation of this Agreement shall
be
6
void ab initio. Notwithstanding the foregoing, Holdings may Transfer all or any
portion of Holdings' shares of Common Stock to a Permitted Transferee of
Holdings, provided that such Permitted Transferee agrees in writing to be bound
by all of the terms and restrictions set forth in this Agreement.
Without TRG's prior written consent, Holdings will not permit any Holdings
Member to Transfer all or any portion of his Holdings Membership Interest,
except that each Holdings Member may Transfer his Holdings Membership Interest
to a Permitted Transferee of such Holdings Member, provided that such Permitted
Transferee agrees in writing to be bound by all of the terms and restrictions
set forth in this Agreement.
In the event that either Shareholder Transfers all or any portion of the
Common Stock held by it in a transaction in full compliance with the provisions
of this Article 2, any consent, vote, decision, or the like required under this
Agreement shall require the written approval of a majority of the shares of
Common Stock originally held by Holdings or TRG, as the case may be.
2.2. Right of First Refusal on TRG's Common Stock. If at any time after the
expiration of the option (defined below) without its exercise, TRG receives a
Third Party Offer that TRG desires to accept, TRG shall first submit the Third
Party Offer to the AAT Trust and the Company, and the AAT Trust shall have 30
days within which to deliver an Election Notice. If the AAT Trust delivers an
Election Notice within such 30-day period, the AAT Trust shall purchase the
shares of Common Stock that are the subject of the Third Party Offer in
accordance with the terms and conditions contained in the Third Party Offer. If
the AAT Trust advises TRG that it does not intend to deliver an Election Notice
or the AAT Trust fails to
7
deliver an Election Notice within such 30-day period, the Company shall then
have 15 days from the earlier of the date the AAT Trust so advises TRG or such
30-day period has elapsed, as the case may be, within which to deliver an
Election Notice. If the Company delivers an Election Notice within such 15-day
period, the Company shall purchase the shares of Common Stock that are the
subject of the Third Party Offer in accordance with the terms and conditions
contained in the Third Party Offer. If neither the AAT Trust nor the Company
delivers an Election Notice within the applicable period, TRG shall then have 30
days within which to complete the sale of the subject shares to the Third Party
Offeror on terms and conditions, and for a price, not less favorable to TRG, in
each and every respect, than the terms, conditions, and price contained in the
Third Party Offer. Any sale by TRG pursuant to the provisions of this Section
2.2 shall be conditioned upon the receipt by the Company and the AAT Trust of
the agreement, in form and substance reasonably satisfactory to the Company and
the AAT Trust, of the purchaser to be bound by all of the terms hereof,
including, without limitation, the provisions of this Section 2.2.
2.3. Option to Purchase TRG's Common Stock. TRG hereby grants the Company
an irrevocable option (the "Option") to purchase all, but not a portion, of the
shares of Common Stock held by TRG. The Option shall be exercisable upon TRG's
failure to renew the Master Services Agreement (an "Expiration Event") or upon
TRG's termination of the Master Services Agreement for cause, as set forth in
the Master Services Agreement (a "Termination Event"). If the Company determines
to exercise the Option (a) in the case of an Expiration Event, the Company shall
give TRG written notice of exercise (the "Expiration Election Notice") at any
time within the one year period prior to the end of the then current term of
8
the Master Services Agreement, and (b) in the case of a Termination Event, the
Company shall give TRG written notice of exercise (the "Termination Election
Notice") at any time within 90 days after the date on which the Company receives
written notice from TRG of the Termination Event. If the Company exercises the
Option, the closing date for the purchase of TRG's Common Stock (the "Closing
Date") shall be on a date selected by the Company (upon at least 10 days' prior
written notice to TRG) that is not more than 60 days after delivery of a
Termination Election Notice or an Expiration Election Notice, as the case may
be; however, if the Company has also elected to purchase TRG's membership
interest in the Manager pursuant to the Operating Agreement, the Closing Date
shall be the date on which the Company (or its designee) purchases TRG's
membership interest in the Manager.
Upon the Company's exercise of the Option, the Company shall direct the
Company's independent public accountants to certify the Company's determination
of Book Value as of the Valuation Date (the "Valuation Date Book Value"). The
purchase price for TRG's shares of Common Stock shall be the product of (a) the
Valuation Date Book Value, less any dividends (other than share dividends) that
the Company has declared and paid subsequent to the Valuation Date, multiplied
by (b) a fraction, the numerator of which shall be the number of shares of
Common Stock held by TRG, and the denominator of which shall be the then total
number of outstanding shares of capital stock of the Company. TRG shall be
entitled to its pro rata share of any dividends declared but unpaid prior to the
Valuation Date.
On the Closing Date, the Company shall pay the purchase price, by certified
check (same day funds) or by wire transfer of immediately available funds. On
the
9
Closing Date, TRG shall transfer to the Company (or its designee) good and
marketable title to TRG's shares of Common Stock, free and clear of any claims,
liens, encumbrances, restrictions, or rights of others, excluding any rights or
restrictions created or imposed by this Agreement or by federal or state
securities laws or regulations. TRG shall deliver such stock certificates, stock
powers, and other instruments as the Company (or its designee) reasonably
requests to ensure that the Company (or its designee, as the case may be)
acquires title to the Common Stock in the condition required under this Section
2.3. The Company shall, if requested by TRG, deliver an investment letter in
customary form confirming compliance with Article 3 hereof.
2.4. Exercise of Option. TRG and Holdings hereby agree that upon the
occurrence of an Expiration Event or a Termination Event, they shall cause the
Company to (i) exercise the Option and (ii) acquire TRG's entire membership
interest in the Manager as provided in Article VIII of the Operating Agreement,
unless they agree otherwise in writing.
ARTICLE 3.
CERTIFICATE LEGENDS; INVESTMENT REPRESENTATION
A copy of this Agreement shall be filed with the Secretary of the Company
and kept with the records of the Company. The certificates(s) representing the
shares of Common Stock shall conspicuously bear inscriptions reading
substantially as follows:
"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER ANY
APPLICABLE STATE SECURITIES LAWS. THE SHARES HAVE BEEN ACQUIRED FOR THE
ISSUEE'S OWN ACCOUNT, FOR INVESTMENT, AND NOT WITH A VIEW TO DISTRIBUTE
THEM TO THE PUBLIC. THE SHARES MAY
10
NOT BE PLEDGED OR HYPOTHECATED AND MAY NOT BE SOLD OR TRANSFERRED UNESS
THEY ARE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND
QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS, OR UNLESS IN THE
OPINION OF COUNSEL WHICH OPINION AND COUNSEL ARE SATISFACTORY TO THE
CORPORATION, SUCH REGISTRATION OR QUALIFICATION IS NOT REQUIRED.
THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE
RESTRICTIONS PRESCRIBED BY AN AGREEMENT BETWEEN THE CORPORATION AND THE
REGISTERED HOLDER OF THIS CERTIFICATE, AS MAY BE AMENDED FROM TIME TO TIME,
A TRUE AND CORRECT COPY OF WHICH IS ON FILE AT THE OFFICES OF THE
CORPORATION AT 000 XXXX XXXX XXXX XXXX, XXXXXXXXXX XXXXX, XXXXXXXX 00000."
Each Shareholder hereby confirms such Shareholder's representation to the
Company and each Holdings Member that such Shareholder has purchased or
otherwise acquired its shares of common stock of the Company for investment, for
its own account, and not with a view to the resale or distribution thereof.
ARTICLE 4.
RESTRICTIONS ON TRG AND PAYMENTS TO SHAREHOLDERS
The Company and the Shareholders agree that at all times when TRG holds any
shares of Common Stock, the activities of the Company shall be limited to
holding a membership interest in the Manager, and engaging in any activity and
exercising any powers permitted to corporations under the Michigan Business
Corporation Act that are necessary or convenient to accomplish the foregoing.
The parties hereby agree that without the affirmative vote of both
Shareholders, the Company shall not pay any remuneration to any Shareholder, any
Holdings Member, any Affiliate of a Shareholder, or any Affiliate of a Holdings
Member except in the form of cash dividends paid equally, on a share for share
basis, on the Common Stock.
11
ARTICLE 5.
INJUNCTIVE RELIEF
It is acknowledged that it will be impossible to measure in money the
damages that would be suffered if any party to this Agreement fails to comply
with any of the terms of this Agreement and that in the event of any such
failure, each of the non-defaulting parties will be irreparably damaged and will
not have an adequate remedy at law. Any such non defaulting party shall,
therefore, be entitled to injunctive relief, including specific performance, to
enforce the terms of this Agreement, and if any action is brought in equity to
enforce any of the provisions of this Agreement, none of the parties hereto
shall raise the defense that there is an adequate remedy at law.
ARTICLE 6.
RESTRICTIONS ON XXXX-CO'S ACTIVITIES
The Shareholders agree that other than protecting the Company's ownership
of an interest in TRG (and pursuing, exercising, and protecting all of its
rights and interests in respect thereof), its ownership of an interest in the
Manager (and pursuing, exercising, and protecting all of its rights and
interests in respect thereof, including, without limitation, the option to
acquire TRG's membership interest in the Manager in accordance with the terms of
the Operating Agreement), its ownership of the Option (and pursuing, exercising,
and protecting all of its rights in respect thereof), and its ownership of cash,
other liquid investments, and other corporations the sole activities of which
are necessary or desirable in connection with the operation of the Manager, TRG,
or an entity or entities for which services are provided by the Manager (which
services are permitted pursuant to the Master
12
Services Agreement or the Corporate Services Agreement), and any other assets
specifically agreed to by the Shareholders, the Company may not engage in any
other venture activity of whatever nature.
ARTICLE 7.
NOTICES
All notices required or contemplated under this Agreement shall be
delivered (a) personally, (b) by next day courier service (e.g., Federal
Express), or (c) by certified or registered mail, return receipt requested,
addressed, in the case of either Shareholder, to such Shareholder at its address
reflected in the Company's records and addressed, in the case of the AAT Trust
or the Company, to the AAT Trust or the Company, as applicable, to:
000 Xxxx Xxxx Xxxx Xxxx
Xxxxx 000
Xxxxxxxxxx Xxxxx, Xxxxxxxx 00000
Attention: President
All notices under this Agreement shall be deemed received when personally
delivered, on the first business day after depositing with a next day courier
service, or in the case of mailing, upon receipt or refusal to accept shown on
the delivery receipt or return receipt.
ARTICLE 8.
MISCELLANEOUS
8.1. Successors and Assigns. This Agreement shall be binding upon, and
shall inure to the benefit of, the parties hereto, and their respective
successors and permitted assigns, including without limitation any successor or
successors of any party by liquidation, reorganization, merger, consolidation,
sale of substantially all
13
assets, or other change in corporate, partnership, or limited liability company
structure.
8.2. Governing Law. This Agreement shall be governed by, and shall be
interpreted and construed in accordance with, the law of the State of Michigan
applicable to contracts and agreements to be performed solely with the State of
Michigan by residents of the State of Michigan, i.e., without regard to choice
of law principles.
8.3. Captions. The captions used throughout this Agreement are for
convenience only and shall not be used in the interpretation or construction of
this Agreement.
8.4. References; Gender. Unless the context otherwise requires, references
in this Agreement to Sections shall be deemed to refer to Sections of this
Agreement. Throughout this Agreement, the use of masculine pronouns shall be
deemed to include feminine and neuter pronouns as the context may require.
8.5. Entire Agreement; Amendment. This Agreement contains the entire
agreement among the parties hereto with respect to the transactions contemplated
herein, supersedes all prior written agreements and negotiations and oral
understandings, if any, and may not be amended, supplemented or discharged
except by performance or by an instrument in writing signed by all of the
parties hereto.
8.6. Severability. Wherever possible, each provision of this Agreement
shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement shall be prohibited by,
or shall be invalid under, applicable law, such provision shall be ineffective
to the extent of such
14
prohibition or invalidity, without invalidating the remainder of such provision
or the remaining provisions of this Agreement.
IN WITNESS WHEREOF, the undersigned have entered into this Agreement as of
the date first above written.
XXXX-CO MANAGEMENT, INC., a Michigan
corporation
By: /s/ Xxxxxx X. Xxxxxxx
___________________________________________________
Its: Authorized Signatory
15
THE TAUBMAN REALTY GROUP LIMITED
PARTNERSHIP, a Delaware limited partnership
By: /s/ Xxxx X. Xxxxx
___________________________________________________
Its: Authorized Signatory
THE A. XXXXXX XXXXXXX RESTATED REVOCABLE TRUST, as amended
and restated in its entirety by Instrument dated January 10,
1989 and subsequently by Instrument dated June 25, 1997, as
the same may hereafter be amended from time to time
By: /s/ A. Xxxxxx Xxxxxxx
___________________________________________________
A. Xxxxxx Xxxxxxx, Trustee
XXXX-CO HOLDINGS LLC, a Delaware limited liability company
By: A. Xxxxxx Xxxxxxx Restated Revocable Trust, as amended
and restated in its entirety by instrument dated
January 10, 1989 and subsequently by Instrument dated
June 25, 1997, as the same may hereafter be amended
from time to time, Member
By: /s/ A. Xxxxxx Xxxxxxx
___________________________________________________
A. Xxxxxx Xxxxxxx, Trustee
Each of the undersigned hereby agrees not to Transfer or attempt to
Transfer, all or any portion of his Holdings Membership Interest except as
permitted pursuant to the second paragraph of Section 2.1.
/s/ Xxxxxx X. Xxxxxxx
____________________________________________________________
XXXXXX X. XXXXXXX
/s/ Xxxxxxx X. Xxxxxxx
____________________________________________________________
XXXXXXX X. XXXXXXX
16