SHAREHOLDER'S AGREEMENT
This SHAREHOLDER'S AGREEMENT (this "Shareholder's Agreement"), dated
October 1, 1998, is made by and among Xxxxxx X. Xxxxxx, Xxxxx X. Aston and
Xxxxx X. Xxxxxxxx (the "Shareholders") and APARTMENT INVESTMENT AND MANAGEMENT
COMPANY, a Maryland corporation ("AIMCO"). Each of the Shareholders is a
shareholder of Insignia Properties Trust, a Maryland real estate investment
trust ("IPT").
1. On the date hereof, AIMCO has acquired a majority of the issued and
outstanding shares of beneficial interest of IPT as a result of the closing of
the merger of Insignia Financial Group, a Delaware corporation ("IFG"), with
and into AIMCO pursuant to the Amended and Restated Agreement and Plan of
Merger, dated as of May 26, 1998, among IFG, AIMCO and the other parties named
therein.
2. On the date hereof, IPT and AIMCO will enter into the Agreement and Plan
of Merger, dated as of October 1, 1998 (the "Merger Agreement"), between IPT
and AIMCO and providing for the merger of IPT with and into AIMCO on the terms
and subject to the conditions set forth therein.
3. AIMCO is entering into this Shareholder's Agreement in order to induce
IPT to enter into the Merger Agreement.
4. AIMCO hereby agrees that, following a termination of the Merger Agreement
pursuant to Section 8.1(b), 8.1(c)(i) or 8.1(c)(iii) with respect to every
matter that is submitted to a vote of IPT shareholders at an annual or special
meeting of shareholders, AIMCO will attend such meeting and vote, and will
cause its affiliates (as that term is defined in Rule 12b-2 under the
Securities Exchange Act of 1934, as amended) to attend such meeting and vote,
all shares of beneficial interest of IPT held by it or any of them as follows:
For the first two annual meetings of IPT following such a termination, in favor
of designees of the Continuing Trustees (as defined in IPT's bylaws) so that
such designees constitute a majority of the IPT Trustees, and thereafter in
favor of designees of the Continuing Trustees so that such designees constitute
one less than a majority of the IPT Trustees; provided, however, that any
nominee of the Continuing Trustees (other than a nominee of the Continuing
Trustees immediately after the execution of the Merger Agreement) must be
reasonably satisfactory to AIMCO.
5. This Shareholder's Agreement shall remain in effect for as long as AIMCO
and any of its affiliates own more than 10% of the IPT shares entitled to vote
but shall terminate upon consummation of the Merger.
6. If for whatever reason any provision of this Shareholder's Agreement is
determined to be invalid or unenforceable, a suitable and equitable provision
shall be substituted therefor in order to carry out, so far as may be valid
and enforceable, the intent and purpose hereof. If paragraph 4 hereof is
determined to be invalid or unenforceable, AIMCO agrees to provide to the
Trustees of IPT who are either Trustees immediately prior to the execution and
delivery of the Merger Agreement or whose election to the Board of Trustees is
designated by such Trustees or their successors (i.e., Trustees that are not
AIMCO-nominated Trustees) its proxy to vote its IPT shares. The proxy shall be
in form and substance satisfactory to such Trustees, shall have a term of not
less than 10 years and shall, being coupled with an interest, state that it is
irrevocable.
7. AIMCO is entering into this Shareholder's Agreement for the benefit of
the Shareholders, IPT and for the benefit of all shareholders of IPT other than
AIMCO and its affiliates.
8. (a) This Shareholder's Agreement shall be governed by and construed in
accordance with the laws of the State of Maryland, without giving effect to its
conflicts of laws provisions.
(b) This Shareholder's Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
(c) This Shareholder's Agreement may not be amended or modified except in
writing between the parties hereto.
IN WITNESS WHEREOF, the parties have executed this Shareholder's Agreement
as of the day and year first above written.
APARTMENT INVESTMENT AND
MANAGEMENT COMPANY
By: /s/ Xxxxxxx Xxxx (SEAL)
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Name: Xxxxxxx Xxxx
Title: Executive Vice President
/s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
/s/ Xxxxx X. Aston
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Xxxxx X. Aston
/s/ Xxxxx X. Xxxxxxxx
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Xxxxx X. Xxxxxxxx
