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Exhibit 99.1
REGISTRATION RIGHTS AND LOCK-UP AGREEMENT
This Registration Rights and Lock-Up Agreement (this "AGREEMENT") is
entered into as of April 1, 1998 by and between Gables Residential Trust, a
Maryland real estate investment trust (the "COMPANY"), and each of the persons
who are signatories hereto (each, a "HOLDER" and collectively, the "HOLDERS").
WHEREAS, each Holder is to receive the number of units (the "ACQUIRED
UNITS") of limited partnership interest ("UNITS") in Gables Realty Limited
Partnership, a Delaware limited partnership (the "OPERATING PARTNERSHIP"), set
forth next to such Holder's name on SCHEDULE A hereto, issued without
registration under the Securities Act of 1933, as amended (the "SECURITIES
ACT"), in connection with the contribution to the Operating Partnership of
certain property pursuant to that certain Contribution Agreement, dated as of
March 16, 1998, by and among the Company, the Operating Partnership, and certain
other persons listed on the signature pages thereto (the "CONTRIBUTION
AGREEMENT");
WHEREAS, under the Second Amended and Restated Agreement of Limited
Partnership of the Operating Partnership, dated as of July 24, 1997, holders of
Units may present such Units to the Operating Partnership for redemption, and
any Units so presented will be acquired by the Company, at the Company's option,
for cash or common shares of beneficial interest, par value $.01 per share
("COMMON SHARES"), of the Company;
WHEREAS, it is a condition precedent to the closing of the Contribution
Agreement that the Company provide the Holders with the registration rights set
forth in Section 3 hereof.
NOW, THEREFORE, in consideration of the foregoing, the mutual promises
and agreements set forth herein, and other valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto hereby
agree as follows:
1. CERTAIN DEFINITIONS.
As used in this Agreement, in addition to the other terms defined
herein, the following capitalized defined terms shall have the following
meanings:
"NASD" shall mean the National Association of Securities Dealers, Inc.
"PERSON" shall mean an individual, partnership, corporation, trust, or
unincorporated organization, or a government or agency or political subdivision
thereof.
"PROSPECTUS" shall mean the prospectus included in a Registration
Statement, including any preliminary prospectus, as amended or supplemented by
any prospectus supplement with respect to the terms of the offering of any
portion of the Registrable Shares covered by such Registration Statement, and by
all other amendments and supplements to such prospectus,
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including post-effective amendments, and in each case including all material
incorporated by reference therein.
"REGISTRABLE SHARES" shall mean the Shares, excluding (i) Shares for
which a Registration Statement relating to the sale thereof shall have become
effective under the Securities Act and which have been disposed of under such
Registration Statement, (ii) Shares sold pursuant to Rule 144 under the
Securities Act or (iii) Shares eligible for sale pursuant to Rule 144(k) under
the Securities Act. All references in this Agreement to Rule 144 and subsections
thereof shall refer to corresponding provisions of future law.
"REGISTRATION EXPENSES" shall mean any and all expenses incident to
performance of or compliance with this Agreement, including, without limitation:
(i) all SEC, stock exchange or NASD registration and filing fees; (ii) all fees
and expenses incurred in connection with compliance with state securities or
"blue sky" laws (including reasonable fees and disbursements of counsel in
connection with "blue sky" qualification of any of the Registrable Shares and
the preparation of a Blue Sky Memorandum) and compliance with the rules of the
NASD; (iii) all expenses of any Persons in preparing or assisting in preparing,
word processing, printing and distributing any Registration Statement, any
Prospectus, certificates and other documents relating to the performance of and
compliance with this Agreement; (iv) all fees and expenses incurred in
connection with the listing, if any, of any of the Registrable Shares on any
securities exchange or exchanges pursuant to Section 5 hereof; and (v) the fees
and disbursements of counsel for the Company and of the independent public
accountants of the Company, including the expenses of any special audit or "cold
comfort" letters required by or incident to such performance and compliance.
Registration Expenses shall specifically exclude underwriting discounts and
commissions relating to the sale or disposition of Registrable Shares by a
selling Holder, the fees and disbursements of counsel representing a selling
Holder, and transfer taxes, if any, relating to the sale or disposition of
Registrable Shares by a selling Holder, all of which shall be borne by such
Holder in all cases.
"REGISTRATION STATEMENT" shall mean any registration statement of the
Company and any other entity required to be a registrant with respect to such
registration statement pursuant to the requirements of the Securities Act which
covers the resale of any of the Registrable Shares on an appropriate form, and
all amendments and supplements to such registration statement, including
post-effective amendments, in each case including the Prospectus contained
therein, all exhibits thereto and all materials incorporated by reference
therein.
"SEC" shall mean the Securities and Exchange Commission.
"SHARES" shall mean any Common Shares issued or to be issued to the
Holders by the Company upon acquisition by the Company of any Acquired Units
presented to the Operating Partnership for redemption.
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2. LOCK-UP AGREEMENT. Each Holder hereby agrees that for one (1)
year from the date hereof, without the prior written consent of the Company, it
will not offer, pledge, sell, contract to sell, grant any options for the sale
of, seek the redemption of or otherwise transfer of dispose of, directly or
indirectly, any Acquired Units (the "LOCK-UP PERIOD").
3. REGISTRATION.
(a) FILING OF SHELF REGISTRATION STATEMENT. Subject to the
conditions set forth in this Agreement, within six (6) months of the date
hereof, the Company shall cause to be filed a Registration Statement under Rule
415 under the Securities Act relating to the sale by the Holders of all of the
Registrable Shares in accordance with the terms hereof, and shall use its
commercially reasonable efforts to cause such Registration Statement to be
declared effective by the SEC by the expiration of the Lock-up Period. The
Company agrees to use its commercially reasonable efforts to keep the
Registration Statement continuously effective until the earliest of (a) the date
on which the Holders no longer hold any Registrable Shares or (b) the date on
which all of the Registrable Shares held or subsequently acquired by the Holders
have become eligible for sale pursuant to Rule 144(k) promulgated under the
Securities Act and the Company has delivered to each such Holder an opinion of
counsel to such effect (hereinafter referred to as the "SHELF REGISTRATION
EXPIRATION DATE").
(b) DEMAND REGISTRATION. Subject to the conditions set forth in
this Agreement, at any time after the Shelf Registration Expiration Date and
while any Registrable Shares are outstanding, the Company shall, at the written
request of any Holder who is unable to sell its Registrable Shares pursuant to
Rule 144(k) under the Securities Act, cause to be filed as soon as practicable
after the date of such request by such Holder a Registration Statement under
Rule 415 under the Securities Act relating to the sale by the Holder of all of
the Registrable Shares held by such Holder in accordance with the terms hereof,
and shall use its commercially reasonable efforts to cause such Registration
Statement to be declared effective by the SEC as soon as practicable thereafter.
The Company may, in its sole discretion, elect to file the Registration
Statement before receipt of notice from any Holder. The Company agrees to use
its commercially reasonable efforts to keep the Registration Statement
continuously effective thereafter until the date on which such Holder no longer
holds any Registrable Shares.
(c) PIGGYBACK REGISTRATION. If at any time after the Shelf
Registration Expiration Date and while any Registrable Shares are outstanding
and a Registration Statement applicable to Holders under Sections 3(a) or 3(b)
is not effective, the Company (in its sole discretion and without any obligation
to do so) proposes to file a registration statement under the Securities Act
with respect to an offering solely of Common Shares solely for cash (other than
a registration statement (i) on Form S-8 or any successor form to such Form or
in connection with any employee or director welfare, benefit or compensation
plan, (ii) on Form S-4 or any successor form to such Form or in connection with
an exchange offer, (iii) in connection with a rights offering exclusively to
existing holders of Common Shares, (iv) in connection with an offering solely to
employees of the Company or its subsidiaries, or (v) relating to a transaction
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pursuant to Rule 145 of the Securities Act), whether or not for its own account,
the Company shall give prompt written notice of such proposed filing to the
Holders. The notice referred to in the preceding sentence shall offer Holders
the opportunity to register such amount of Registrable Shares as each Holder may
request (a "PIGGYBACK REGISTRATION"). Subject to the provisions of Section 4
below, the Company shall include in such Piggyback Registration, in the
registration and qualification for sale under the blue sky or securities laws of
the various states and in any underwriting in connection therewith, all
Registrable Shares for which the Company has received written requests for
inclusion therein within fifteen (15) calendar days after the notice referred to
above has been given by the Company to the Holders. Holders of Registrable
Shares shall be permitted to withdraw all or part of the Registrable Shares from
a Piggyback Registration at any time prior to the effective date of such
Piggyback Registration. If a Piggyback Registration is an underwritten primary
registration on behalf of the Company and the managing underwriter advises the
Company that the total number of Common Shares requested to be included in such
registration exceeds the number of Common Shares that can be sold in such
offering without impairing the pricing or other commercial practicality of such
offering, the Company will include in such registration in the following
priority: (i) first, all Common Shares the Company proposes to sell, (ii)
second, up to the full number of applicable Common Shares requested to be
included in such registration by holders of Common Shares with prior or superior
piggyback registration rights and (iii) third, up to the full number of
applicable Registrable Shares and Common Shares requested to be included in such
registration by any Holders and other holders of Common Shares with piggyback
registration rights of similar priority which, in the opinion of such managing
underwriter, can be sold without adversely affecting the price range or
probability of success of such offering (with the number of such Registrable
Shares and other Common Shares of each Holder and such other holders,
respectively, to be included in the Piggyback Registration to be allocated pro
rata among the Holders and such other holders on the basis of the total number
of shares requested to be included in such registration by all such Holders of
Registrable Shares and such other holders of Common Shares).
(d) NOTIFICATION AND DISTRIBUTION OF MATERIALS. The Company shall
notify each Holder of the effectiveness of any Registration Statement applicable
to the Shares of such Holder and shall furnish to each such Holder such number
of copies of the Registration Statement (including any amendments, supplements
and exhibits), the Prospectus contained therein (including each preliminary
prospectus and all related amendments and supplements) and any documents
incorporated by reference in the Registration Statement or such other documents
as such Holder may reasonably request in order to facilitate its sale of the
Registrable Shares in the manner described in the Registration Statement.
(e) AMENDMENTS AND SUPPLEMENTS. The Company shall prepare and file
with the SEC from time to time such amendments and supplements to the
Registration Statement and Prospectus used in connection therewith as may be
necessary to keep the Registration Statement effective and to comply with the
provisions of the Securities Act with respect to the disposition of all the
Registrable Shares until the earlier of (a) such time as all of the
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Registrable Shares have been disposed of in accordance with the intended methods
of disposition by the Holders as set forth in the Registration Statement or (b)
the date on which the Registration Statement ceases to be effective in
accordance with the terms of this Section 3. Upon five (5) business days'
notice, the Company shall file any supplement or post-effective amendment to the
Registration Statement with respect to the plan of distribution or such Holder's
ownership interests in Registrable Shares that is reasonably necessary to permit
the sale of the Holder's Registrable Shares pursuant to the Registration
Statement. The Company shall file any necessary listing applications or
amendments to the existing applications to cause the Shares registered under any
Registration Statement to be then listed or quoted on the primary exchange or
quotation system on which the Common Shares are then listed or quoted.
(f) NOTICE OF SEC FILINGS, ETC. The Company shall promptly notify
each Holder of, and confirm in writing, the filing of the Registration Statement
applicable to the Shares of such Holder or any Prospectus, amendment or
supplement related thereto or any post-effective amendment to such Registration
Statement and the effectiveness of any post-effective amendment.
(g) NOTICE OF CERTAIN OTHER EVENTS. At any time when a Prospectus
relating to the Registration Statement is required to be delivered under the
Securities Act by a Holder to a transferee, the Company shall immediately notify
each Holder of the happening of any event as a result of which the Prospectus
included in such Registration Statement, as then in effect, includes an untrue
statement of a material fact or omits 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. In such event, the
Company shall promptly prepare and furnish to each Holder a reasonable number of
copies of a supplement to or an amendment of such Prospectus as may be necessary
so that, as thereafter delivered to the purchasers of Registrable Shares, such
Prospectus shall not include an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they are made, not
misleading. The Company will, if necessary, amend the Registration Statement of
which such Prospectus is a part to reflect such amendment or supplement.
4. STATE SECURITIES LAWS. Subject to the conditions set forth in
this Agreement, the Company shall, in connection with the filing of any
Registration Statement hereunder, file such documents as may be necessary to
register or qualify the Registrable Shares under the securities or "Blue Sky"
laws of such states as any Holder may reasonably request, and the Company shall
use its best efforts to cause such filings to become effective; PROVIDED,
HOWEVER, that the Company shall not be obligated to qualify as a foreign
corporation to do business under the laws of any such state in which it is not
then qualified or to file any general consent to service of process in any such
state. Once effective, the Company shall use its best efforts to keep such
filings effective until the earlier of (a) such time as all of the Registrable
Shares have been disposed of in accordance with the intended methods of
disposition by the Holder as set forth in the Registration Statement, (b) in the
case of a particular state, a Holder
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has notified the Company that it no longer requires an effective filing in such
state in accordance with its original request for filing or (c) the date on
which the Registration Statement ceases to be effective. The Company shall
promptly notify each Holder of, and confirm in writing, the receipt by the
Company of any notification with respect to the suspension of the qualification
of the Registrable Shares for sale under the securities or "Blue Sky" laws of
any jurisdiction or the initiation or threat of any proceeding for such purpose.
5. EXPENSES. The Company shall bear all Registration Expenses
incurred in connection with the registration of the Registrable Shares pursuant
to this Agreement, except that each Holder shall be responsible for any
brokerage or underwriting commissions and taxes of any kind (including, without
limitation, transfer taxes) with respect to any disposition, sale or transfer of
Registrable Shares sold by it and for any legal, accounting and other expenses
incurred by it.
6. INDEMNIFICATION BY THE COMPANY. The Company agrees to
indemnify each of the Holders and their respective officers, directors,
employees, agents, representatives and affiliates, and each person or entity, if
any, that controls a Holder within the meaning of the Securities Act, and each
other person or entity, if any, subject to liability because of his, her or its
connection with a Holder, and any underwriter and any person who controls the
underwriter within the meaning of the Securities Act (each an "INDEMNITEE")
against any and all losses, claims, damages, actions, liabilities, costs and
expenses (including without limitation reasonable fees, expenses and
disbursements of attorneys and other professionals), joint or several, arising
out of or based upon any violation by the Company of any rule or regulation
promulgated under the Securities Act applicable to the Company and relating to
action or inaction required of the Company in connection with any Registration
Statement or Prospectus, or upon any untrue or alleged untrue statement of
material fact contained in the Registration Statement or any Prospectus, 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 under which they were made, not misleading; PROVIDED, THAT the
Company shall not be liable to such Indemnitee or any person who participates as
an underwriter in the offering or sale of Registrable Shares or any other
person, if any, who controls such underwriter within the meaning of the
Securities Act, 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 (i) an untrue statement or alleged untrue statement or
omission or alleged omission made in such Registration Statement or in any such
Prospectus in reliance upon and in conformity with information regarding such
Indemnitee or its plan of distribution or ownership interests which was
furnished to the Company for use in connection with the Registration Statement
or the Prospectus contained therein by such Indemnitee or (ii) such Holder's
failure to send or give a copy of the final, amended or supplemented prospectus
furnished to the Holder by the Company at or prior to the time such action is
required by the Securities Act to the person claiming an untrue statement or
alleged untrue statement or omission or alleged omission if such statement or
omission was corrected in such final, amended or supplemented prospectus.
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7. COVENANTS OF HOLDERS. Each of the Holders hereby agrees (a) to
cooperate with the Company and to furnish to the Company all such information
concerning its plan of distribution and ownership interests with respect to its
Registrable Shares in connection with the preparation of a Registration
Statement with respect to such Holder's Registrable Shares and any filings with
any state securities commissions as the Company may reasonably request, (b) to
deliver or cause delivery of the Prospectus contained in the Registration
Statement to any purchaser of the shares covered by such Registration Statement
from the Holder and (c) to indemnify the Company, its officers, directors,
employees, agents, representatives and affiliates, and each person, if any, who
controls the Company within the meaning of the Securities Act, and each other
person, if any, subject to liability because of his connection with the Company,
against any and all losses, claims, damages, actions, liabilities, costs and
expenses arising out of or based upon (i) any untrue statement or alleged untrue
statement of material fact contained in either such Registration Statement or
the Prospectus contained therein, 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 under which they were made,
not misleading, if and to the extent that such statement or omission occurs from
reliance upon and in conformity with written information regarding the Holder,
its plan of distribution or its ownership interests, which was furnished to the
Company by the Holder for use therein unless such statement or omission was
corrected in writing to the Company not less than two (2) business days prior to
the date of the final prospectus (as supplemented or amended, as the case may
be) or (ii) the failure by the Holder to deliver or cause to be delivered the
Prospectus contained in such Registration Statement (as amended or supplemented,
if applicable) furnished by the Company to the Holder to any purchaser of the
shares covered by such Registration Statement from the Holder through no fault
of the Company.
8. SUSPENSION OF REGISTRATION REQUIREMENT.
(a) The Company shall promptly notify each Holder of, and confirm
in writing, the issuance by the SEC of any stop order suspending the
effectiveness of a Registration Statement with respect to such Holder's
Registrable Shares or the initiation of any proceedings for that purpose. The
Company shall use its best efforts to obtain the withdrawal of any order
suspending the effectiveness of such a Registration Statement at the earliest
possible moment.
(b) Notwithstanding anything to the contrary set forth in this
Agreement, the Company's obligation under this Agreement to use its best efforts
to cause the Registration Statement and any filings with any state securities
commission to become effective or to amend or supplement the Registration
Statement shall be suspended in the event and during such period as unforeseen
circumstances exist (including without limitation (i) an underwritten primary
offering by the Company if the Company is advised by the underwriters that the
sale of Registrable Shares under the Registration Statement would impair the
pricing or other commercial practicality of the primary offering or (ii) pending
negotiations relating to, or consummation of, a transaction or the occurrence of
an event that would require additional
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disclosure of material information by the Company in the Registration Statement
or such filing, as to which the Company has a BONA FIDE business purpose for
preserving confidentiality or which renders the Company unable to comply with
SEC requirements) (such unforeseen circumstances being hereinafter referred to
as a "Suspension Event") that would make it impractical or unadvisable to cause
the Registration Statement or such filings to become effective or to amend or
supplement the Registration Statement, but such suspension shall continue only
for so long as such event or its effect is continuing but in no event will that
suspension exceed 90 days. The Company shall notify the Holders of the existence
and, in the case of circumstances referred to in clause (i) of this Section
8(b), nature of any Suspension Event.
(c) Each Holder of Registrable Shares agrees, if requested by the
Company in the case of a Company-initiated nonunderwritten offering or if
requested by the managing underwriter or underwriters in a Company-initiated
underwritten offering, not to effect any public sale or distribution of any of
the securities of the Company of any class included in a Registration Statement,
including a sale pursuant to Rule 144 or Rule 144A under the Securities Act
(except as part of such Company-initiated registration), during the 15-day
period prior to, and during the 60-day period beginning on, the date of
effectiveness of each Company-initiated offering made pursuant to the
registration statement relating to such Company-initiated offering, to the
extent timely notified in writing by the Company or the managing underwriters;
PROVIDED, HOWEVER, that such 60-day period shall be extended by the number of
days from and including the date of the giving of any notice pursuant to Section
3(f) or (g) hereof to and including the date when each seller of Registrable
Shares covered by such Registration Statement shall have received the copies of
the supplemented or amended Prospectus contemplated by Section 3(g) hereof.
9. BLACK-OUT PERIOD. Each Holder agrees that, following the
effectiveness of any Registration Statement relating to the Registrable Shares
of such Holder, such Holder will not effect any sales of the Registrable Shares
pursuant to such Registration Statement or any filings with any state securities
commission at any time after such Holder has received notice from the Company to
suspend sales as a result of the occurrence or existence of any Suspension Event
or so that the Company may correct or update the Registration Statement or such
filing. The Holder may recommence effecting sales of the Shares pursuant to the
Registration Statement or such filings following further notice to such effect
from the Company, which notice shall be given by the Company not later than five
(5) days after the conclusion of any such Suspension Event.
10. ADDITIONAL SHARES. The Company, at its option, may register,
under any Registration Statement and any filings with any state securities
commissions filed pursuant to this Agreement, any number of unissued Common
Shares of the Company or any Common Shares of the Company owned by any other
shareholder or shareholders of the Company.
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11. CONTRIBUTION. If the indemnification provided for in
Sections 6 and 7 is unavailable to an indemnified party with respect to any
losses, claims, damages, actions, liabilities, costs or expenses referred to
therein or is insufficient to hold the indemnified party harmless as
contemplated therein, then the indemnifying party, in lieu of indemnifying such
indemnified party, shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages, actions,
liabilities, costs or expenses in such proportion as is appropriate to reflect
the relative fault of the Company, on the one hand, and the Indemnitee, on the
other hand, in connection with the statements or omissions which resulted in
such losses, claims, damages, actions, liabilities, costs or expenses as well as
any other relevant equitable considerations. The relative fault of the Company,
on the one hand, and of the Indemnitee, on the other hand, shall be determined
by reference to, among other factors, whether the untrue or alleged untrue
statement of a material fact or omission to state a material fact relates to
information supplied by the Company or by the Indemnitee and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission; PROVIDED, HOWEVER, that in no event shall
the obligation of any indemnifying party to contribute under this Section 11
exceed the amount that such indemnifying party would have been obligated to pay
by way of indemnification if the indemnification provided for under Sections 6
or 7 hereof had been available under the circumstances.
The Company and the Holders agree that it would not be just and
equitable if contribution pursuant to this Section 11 were determined by PRO
RATA allocation or by any other method of allocation that does not take account
of the equitable considerations referred to in the immediately preceding
paragraph.
Notwithstanding the provisions of this Section 11, no Holder shall be
required to contribute any amount in excess of the amount by which the gross
proceeds from the sale of Shares exceeds the amount of any damages that the
Holder has otherwise been required to pay by reason of such untrue or alleged
untrue statement or omission. No indemnified party guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any indemnifying party who was not guilty
of such fraudulent misrepresentation.
12. NO OTHER OBLIGATION TO REGISTER. Except as otherwise expressly
provided in this Agreement, the Company shall have no obligation to the Holders
to register the Registrable Shares under the Securities Act.
13. AMENDMENTS AND WAIVERS. The provisions of this Agreement may
not be amended, modified, or supplemented or waived without the prior written
consent of the Company and Holders holding in excess of two-thirds of the
aggregate of all Registrable Shares then outstanding. Notwithstanding the
foregoing, the Company may amend SCHEDULE A hereto without the consent of
Holders to reflect (i) a transfer of Acquired Units or Registrable
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Shares to a substitute or additional Holder in accordance with the terms hereof;
or (ii) a reduction in the number of Registrable Shares then held by the
Holders.
14. NOTICES. Except as set forth below, all notices and other
communications provided for or permitted hereunder shall be in writing and shall
be deemed to have been duly given if delivered personally or sent by telex or
telecopier, registered or certified mail (return receipt requested), postage
prepaid or courier or overnight delivery service to the respective parties at
the following addresses (or at such other address for any party as shall be
specified by like notice, provided that notices of a change of address shall be
effective only upon receipt thereof), and further provided that in case of
directions to amend the Registration Statement pursuant to Section 3(e) or
Section 7, a Holder must confirm such notice in writing by overnight express
delivery with confirmation of receipt:
If to the Company: Gables Residential Trust
0000 Xxxxx Xxxxx Xxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxx 00000
Attn: Xxxxxx X. Xxxxxxx
Telecopy: (000) 000-0000
with a copy to: Xxxxxxx, Procter & Xxxx XXX
Xxxxxxxx Xxxxx
Xxxxxx, XX 00000
Attn: Xxxxxxx X. Xxxxx, P.C.
Telecopy: (000) 000-0000
If to the Holders: As listed on the applicable Holder
Signature Page
In addition to the manner of notice permitted above, notices given pursuant to
Sections 3, 8 and 9 hereof may be effected telephonically and confirmed in
writing thereafter in the manner described above.
15. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon
the parties hereto and their respective successors and assigns and shall inure
to the benefit of the parties hereto and their respective successors and
assigns. This Agreement and the rights granted hereunder may not be assigned by
any Holder; provided, however, that a Holder may assign its rights and
obligations hereunder, following at least ten (10) days prior written notice to
the Company, to a permitted transferee in connection with a transfer of Units in
accordance with the terms of the Partnership Agreement, if such transferee
agrees in writing to be bound by all of the provisions hereof. Any attempted
assignment hereof by any Holder that is not in accordance with the foregoing
will be void and of no effect and shall terminate all obligations of the Company
hereunder.
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16. COUNTERPARTS. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.
17. GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of Maryland applicable to
contracts made and to be performed wholly within said State.
18. SEVERABILITY. In the event that any one or more of the
provisions contained herein, or the application thereof in any circumstances, is
held invalid, illegal or unenforceable in any respect for any reason, the
validity, legality and enforceability of any such provision in every other
respect and of the remaining provisions contained herein shall not be in any way
impaired thereby, it being intended that all of the rights and privileges of the
parties hereto shall be enforceable to the fullest extent permitted by law.
19. ENTIRE AGREEMENT. This Agreement is intended by the parties as
a final expression of their agreement and intended to be the complete and
exclusive statement of the agreement and understanding of the parties hereto in
respect of the subject matter contained herein. There are no restrictions,
promises, warranties or undertakings, other than those set forth or referred to
herein, with respect to such subject matter. This Agreement supersedes all prior
agreements and understandings between the parties with respect to such subject
matter.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first written above.
GABLES RESIDENTIAL TRUST
By: /s/ Xxxxxx X. Xxxxx, Xx.
-------------------------------
Name: Xxxxxx X. Xxxxx, Xx.
Title: Senior Vice President
[SIGNATURES OF HOLDERS]
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SCHEDULE A (as amended)
List of Holders and Acquired Units
HOLDERS ADDRESS FOR NOTICE NUMBER OF ACQUIRED UNITS
------- ------------------ ------------------------
1. Xxxxx X. Xxxxxx 00000 Xxxxx Xxxxxx 7,158
Xxxxxxx, XX 00000
2. Xxxxxxxx X. Xxxxxxxx Xxxxxxxx Xxxx Residential 25,445
P.O. Box 9540
0000 Xxx Xxx Xxxxxx
Xxxxxx Xxxxx Xx, XX 00000
3. Xxxx X. Xxxxxx Gables Residential Trust 72,864
0000 Xxxx xx Xxxxxxxx Xxxx.
Xxxxx 000
Xxxx Xxxxx, XX 00000
4. CFP Residential, L.P. c/o Xxxxx Xxxxxxx 372,763
0000 Xxxx Xxxxxx, Xxxxx 0000
Xxxxxx, XX 00000
5. Xxx Xxxx Gables Residential Trust 24,316
0000 Xxxx xx Xxxxxxxx Xxxx.
Xxxxx 000
Xxxx Xxxxx, XX 00000
6. Xxxxxx X. Xxxx Crow Family Holdings 459
0000 Xxxx Xxxxxx, Xxxxx 0000
Xxxxxx, XX 00000
7. Crow Residential Realty c/o Xxxxx Xxxxxxx 49,665
Investors, L.P. 0000 Xxxx Xxxxxx, Xxxxx 0000
Xxxxxx, XX 00000
8. Xxxxxxxx X. Xxxx Crow Family Holdings 680
0000 Xxxx Xxxxxx, Xxxxx 0000
Xxxxxx, XX 00000
9. Xxxxxx X. Xxxxxx III 51 Myrtle Island 1,080
Xxxxxxxx, XX 00000
13
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10. Xxxxxxx X. Xxxxxx Host Marriott Corporation 16,688
00000 Xxxxxxxx Xxxx
Xxxxxxxx, XX 00000
11. Xxxxxxx X. Xxxxxx Gables Residential Trust 98,714
0000 Xxxx xx Xxxxxxxx Xxxx.
Xxxxx 000
Xxxx Xxxxx, XX 00000
12. Xxxx X. Xxxxxxxx Gables Residential Trust 230,000
0000 Xxxx xx Xxxxxxxx Xxxx.
Xxxxx 000
Xxxx Xxxxx, XX 00000
13. JRT Holdings, Inc. c/o J. Xxxxxx Xxxxxxxxxxx 27,223
Xxxxxxxx Xxxx Residential
0000 Xxxxx Xxxxx Xxxx
Xxxxx 0000
Xxxxxxx, XX 00000
14. J. Xxxxxx Xxxxxxxxxxx c/o J. Xxxxxx Xxxxxxxxxxx, Trustee 49,665
Xxxxxxxx Xxxx Residential
0000 Xxxxx Xxxxx Xxxx
Xxxxx 0000
Xxxxxxx, XX 00000
15. Xxxxxxx X. XxxXxxxxx Xxxxxxxx Xxxx Residential 52,433
0000 Xxxxxxxxx Xxxx., Xxxxx 000
Xxxxxxxxx, XX 00000
16. Xxxxxxx Xxxxxxxx 0000 XX 00xx Xxxxx 2,671
Xxxxxxx, XX 00000
17. Xxxxx X. Xxxxx Xxxxxxxx Xxxx Residential 56,671
000 X. Xxxxxxx, Xxxxx 0000
Xxxx Xxx 000
Xxxxxx, XX 00000
18. RCS Development Corp. c/o Xxxxxx X. Xxxxxxxx 31,804
The Castle Group
000 Xxxxxxxx Xxxxxx Xxxx.
Xxxxx 000
Xxx Xxxxx, XX 00000
14
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19. Xxxxxxx Xxxxxxx Gables Residential Trust 22,228
0000 Xxxx xx Xxxxxxxx Xxxx.
Xxxxx 000
Xxxx Xxxxx, XX 00000
20. Xxxxxxxxxxx Smiles Gables Residential Trust 24,043
0000 Xxxx xx Xxxxxxxx Xxxx.
Xxxxx 000
Xxxx Xxxxx, XX 00000
21. Xxxxxx X. Xxxxxxxx The Castle Group 131,650
000 Xxxxxxxx Xxxxxx Xxxx.
Xxxxx 000
Xxx Xxxxx, XX 00000
22. TCF Residential c/o Xxxxx Xxxxxxx 140,266
Partnership, Ltd. 0000 Xxxx Xxxxxx, Xxxxx 0000
Xxxxxx, XX 00000
23. J. Xxxxxx Xxxxxxxxxxx Xxxxxxxx Xxxx Residential 263,459
0000 Xxxxx Xxxxx Xxxx
Xxxxx 0000
Xxxxxxx, XX 00000
24. Xxxxxxxx X. Xxxxxxxxxxx Xxxxxxxx Xxxx Residential 192,300
0000 Xxxxx Xxxxx Xxxx
Xxxxx 0000
Xxxxxxx, XX 00000
25. Xxxxx X. Xxxxxxx Gables Residential Trust 454,171
0000 Xxxx xx Xxxxxxxx Xxxx.
Xxxxx 000
Xxxx Xxxxx, XX 00000
15
