REGISTRATION RIGHTS AND LOCK-UP AGREEMENT
This Registration Rights and Lock-Up Agreement (this "Agreement") is
entered into as of January 1, 2000 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 payment of the Retained Amount (as defined in and
pursuant to Section 3.9 of the 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); and
WHEREAS, under the Fourth Amended and Restated Agreement of Limited
Partnership of the Operating Partnership, dated as of November 12, 1998, 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.
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.
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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, 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.
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"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.
2. Lock-up Agreement.
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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.
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(a) FILING OF SHELF REGISTRATION STATEMENT. Subject to the conditions set forth
in this Agreement, within twelve (12) 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").
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(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 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).
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(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
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.
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(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.
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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 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.
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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.
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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,
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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.
7. Covenants of Holders.
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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.
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8. Suspension of Registration Requirement.
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(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 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.
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9. Black-Out Period.
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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.
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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.
11. Contribution.
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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.
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12. No Other Obligation to Register.
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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 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.
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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
2859 Paces Ferry Road
Suite 1450
Atlanta, Georgia 30339
Attn: Marvin Banks
Telecopy: (770) 438-5559
with a copy to: Goodwin, Procter & Hoar LLP
Exchange Place
Boston, MA 02109
Attn: Gilbert G. Menna, P.C.
Telecopy: (617) 523-1231
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.
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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.
16. Counterparts.
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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.
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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.
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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.
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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.
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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/ Marvin R. Banks, Jr.
-----------------------------
Name: Marvin R. Banks, Jr.
Title: Sr. Vice President and Chief Financial Officer
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REGISTRATION RIGHTS AND LOCK-UP AGREEMENT
HOLDER SIGNATURE PAGE
Holder:
CFP RESIDENTIAL, L.P.
By: Crow Family, Inc.
Its: General Partner
By: /s/ Sarah Puckett
--------------------------
Sarah Puckett
Vice President
Holder:
/s/ J. Ronald Terwilliger
-------------------------
J. Ronald Terwilliger
Holder:
/s/ Chris D. Wheeler
-------------------------
Chris D. Wheeler
Holder:
/s/ Brad D. Bryant
-------------------------
Brad D. Bryant
Holder:
/s/ Randy J. Pace
-------------------------
Randy J. Pace
Holder:
/s/ Greg W. Iglehart
-------------------------
Greg W. Iglehart
Holder:
/s/ Michael M. Hefley
-------------------------
Michael M. Hefley
Holder:
/s/ Ann Cash
-------------------------
Ann Cash
Holder:
/s/ Christopher Smiles
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Christopher Smiles
12
<PAGE>
SCHEDULE A
List of Holders and Acquired Units
Holders Address for Notice Number of Acquired Units
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1. Brad D. Bryant Gables Residential Trust 8,178
6551 Park of Commerce Blvd.
Suite 100
Boca Raton, FL 33487
2. CFP Residential, L.P. c/o Sarah Puckett 107,703
2100 McKinney Avenue
Suite 700
Dallas, TX 75201
3. Ann Cash Gables Residential Trust 11,186
6551 Park of Commerce Blvd.
Suite 100
Boca Raton, FL 33487
4. Michael M. Hefley Gables Residential Trust 43,304
6551 Park of Commerce Blvd.
Suite 100
Boca Raton, FL 33487
5. Greg W. Iglehart Gables Residential Trust 60,590
6551 Park of Commerce Blvd.
Suite 100
Boca Raton, FL 33487
6. Randy J. Pace Trammell Crow Residential 12,267
717 N. Harwood, Suite 1200
Lock Box 128
Dallas, TX 75201
7. Christopher Smiles Gables Residential Trust 11,006
6551 Park of Commerce Blvd.
Suite 100
Boca Raton, FL 33487
8. J. Ronald Terwilliger Trammell Crow Residential 107,752
2859 Paces Ferry Road
Suite 1400
Atlanta, GA 30339
9. Chris D. Wheeler Gables Residential Trust 107,752
6551 Park of Commerce Blvd.
Suite 100
Boca Raton, FL 33487
