Exhibit 99.1
REGISTRATION RIGHTS AND LOCK-UP AGREEMENT
BY AND BETWEEN
BOSTON PROPERTIES, INC.
AND THE
HOLDERS NAMED HEREIN
July 21, 1998
TABLE OF CONTENTS
Page
----
1. Certain Definitions............................................................. 1
2. Lock-up Agreement............................................................... 3
3. Registration.................................................................... 4
4. State Securities Laws........................................................... 8
5. Expenses........................................................................ 8
6. Indemnification by the Company.................................................. 8
7. Covenants of Holders............................................................ 9
8. Suspension of Registration Requirement; Restriction on Sales.................... 10
9. Black-Out Period................................................................ 10
10. Additional Shares............................................................... 11
11. Contribution.................................................................... 11
12. No Other Obligation to Register................................................. 12
13. Amendments and Waivers.......................................................... 12
14. Notices......................................................................... 12
15. Successors and Assigns.......................................................... 13
16. Counterparts.................................................................... 13
17. Governing Law................................................................... 13
18. Severability.................................................................... 13
19. Entire Agreement................................................................ 13
20. Third Party Beneficiary......................................................... 13
i
REGISTRATION RIGHTS AND LOCK-UP AGREEMENT
This Registration Rights and Lock-Up Agreement (this "Agreement") is
---------
entered into as of July 21, 1998 by and between Boston Properties, Inc., a
Delaware corporation (the "Company"), and G. Xxxxx Xxxxx and Xxxxx X. Xxxx (each
-------
a "Holder" and, collectively, the "Holders").
------ -------
WHEREAS, the Holders, being all of the shareholders of Meridian/Xxxxxxx
Investment Corp. ("Meridian"), have or are to receive shares of common stock of
--------
the Company, $.01 par value ("Common Shares") issued without registration under
-------------
the Securities Act of 1933, as amended (the "Securities Act"), in connection
--------------
with the merger of Meridian with and into the Company, as more particularly
described in the Acquisition Agreement dated as of July 20, 1998 among the
Company, the Holders and others (the "Merger");
------
WHEREAS, in order to induce the Company to issue Common Shares to the
Holders, the Holders have agreed to the Lock-up (as defined below) set forth in
Section 2 hereof; and
WHEREAS, it is a condition precedent to the obligations of the Holders to
consummate the Merger 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,
2
including post-effective amendments, and in each case including all material
incorporated by reference therein.
"Registrable Shares" (a) when used with respect to a Holder, shall mean the
------------------
Shares of such Holder, 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 issued or disposed of under such Registration Statement,
(ii) Shares sold pursuant to Rule 144 or (iii) Shares eligible for sale pursuant
to Rule 144(k) (or any successor provision) and (b) when used without reference
to a Holder, shall mean the Registrable Shares of all Holders.
"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 which covers the issuance or 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.
"Rule 144" means Rule 144 under the Securities Act (or any successor
--------
provision).
"SEC" shall mean the Securities and Exchange Commission.
---
3
"Shares" (a) when used with respect to a Holder, shall mean the Common
------
Shares issued to the Holder on the date hereof, and (b) when used without
reference to a Holder, shall mean the Shares of all Holders.
2. Lock-up Agreement.
-----------------
(a) Each Holder hereby agrees that, except as set forth in Section 2(b)
below, from the date hereof until one (1) year following the date hereof (the
"Lock-up Period"), without the prior written consent of the Company, it will not
--------------
offer, pledge, sell, contract to sell, grant any options for the sale of or
otherwise dispose of, directly or indirectly (collectively "Dispose of"), any
----------
Shares (the "Lock-up").
-------
(b) The following Dispositions of Shares shall not be subject to the Lock-
up set forth in Section 2(a):
(i) a Holder who is a natural person may Dispose of Shares to
his or her spouse, siblings, parents or any natural or adopted children
or other descendants or to any personal trust in which any such family
member or such Holder retains the entire beneficial interest;
(ii) a Holder that is a corporation, partnership, joint venture
or other business entity may Dispose of Shares to one or more Persons
who have an ownership interest in such Holder or to one or more other
entities that are wholly owned and controlled, legally and
beneficially, by such Holder or by one or more of the Persons who have
an ownership interest in such Holder;
(iii) a Holder may Dispose of Shares on his or her death to such
Holder's estate, executor, administrator or personal representative or
to such Holder's beneficiaries pursuant to a devise or bequest or by
laws of descent and distribution;
(iv) a Holder may Dispose of Shares as a gift or other transfer
without consideration; and
(v) a Holder may Dispose of Shares pursuant to a pledge, grant
of security interest or other encumbrance effected in a bona fide
transaction with an unrelated and unaffiliated pledgee;
provided, however, that in the case of any transfer of Shares pursuant to
-------- -------
clauses (i), (ii), (iv) and (v), the transferor shall, at the request of the
Company, provide evidence satisfactory to
4
the Company that the transfer is exempt from the registration requirements of
the Securities Act.
In the event a Holder Disposes of Shares described in this Section 2(b), such
Shares shall remain subject to this Agreement and, as a condition of the
validity of such disposition, the transferee shall be required to execute and
deliver a counterpart of this Agreement (except that a pledgee shall not be
required to execute and deliver a counterpart of this Agreement until it
forecloses upon such Shares). Thereafter, such transferee shall be deemed to be
a Holder for purposes of this Agreement.
3. Registration.
------------
(a) Filing of a Resale Shelf Registration Statement. Subject to the
-----------------------------------------------
conditions set forth in this Agreement, 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 of the Holders in
accordance with the terms hereof, and shall use reasonable efforts to cause such
Registration Statement to be declared effective by the SEC by that date which is
fourteen (14) months after the date hereof. The Company agrees to use
reasonable efforts to keep the Registration Statement, after its date of
effectiveness, continuously effective with respect to the Registrable Shares of
a particular Holder until the earlier of (a) the date on which such Holder no
longer holds any Registrable Shares or (b) the date on which all of the
Registrable Shares held by such Holder have become eligible for sale pursuant to
Rule 144(k) (or any successor provision) (hereinafter referred to as the "Resale
------
Shelf Registration Expiration Date").
----------------------------------
(b) Demand Registration. Subject to the conditions set forth in this
-------------------
Agreement, at any time after the Resale 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) (or any successor provision), 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 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
reasonable efforts to keep the Registration Statement continuously effective,
after its date of effectiveness, until the date on which such Holder no longer
holds any Registrable Shares.
(c) 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
5
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.
(d) 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
issued or disposed of in accordance with the intended methods of disposition by
the Holders or issuance by the Company 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 twenty (20)
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.
(e) Notice of Certain Events. The Company shall promptly notify each
------------------------
Holder of, and confirm in writing, the filing of the Registration Statement or
any Prospectus, amendment or supplement related thereto or any post-effective
amendment to the Registration Statement and the effectiveness of any post-
effective amendment.
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 applicable 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,
6
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 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.
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 agents and representatives, and each other
person or entity, if any, subject to liability because of his, her or its
connection with a Holder (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
7
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 in writing 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. 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 from the Holder of the Prospectus contained in such
Registration Statement to any purchaser of the shares covered by such
Registration Statement 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 three (3)
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; Restriction on Sales.
------------------------------------------------------------
(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
8
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 cause a Registration Statement
and any filings with any state securities commission to become effective or to
amend or supplement a 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 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. 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 (i.e. "primary") nonunderwritten offering or
if requested by the managing underwriter or underwriters in a Company-initiated
(i.e. "primary") underwritten offering, not to effect any public sale or
distribution of any of the securities of the Company, including a sale pursuant
to Rule 144, during the 15-day period prior to, and during the 60-day period
beginning on, the date of effectiveness of the registration statement relating
to such Company-initiated offering.
9. Black-Out Period. Each Holder agrees that, following the
----------------
effectiveness of any Registration Statement relating to Registrable Shares of
such Holder, such Holder will not effect any sales of the Registrable Shares
pursuant to the 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) business days after the conclusion of any such Suspension Event.
9
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.
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 net
proceeds from the sale of such Holder's 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.
10
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 Shares.
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(d) or
Section 7, a Holder must confirm such notice in writing by overnight express
delivery with confirmation of receipt:
If to the Company: Boston Properties, Inc.
0 Xxxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attn: Xxxxxx X. Xxxxx, President
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 may not be assigned by any Holder and any attempted assignment
hereof by any Holder will be void and of no effect and shall terminate all
obligations of the Company hereunder; provided, that any Holder may assign its
-------- ----
rights hereunder to any person to whom such Holder may Dispose of Shares
pursuant to Section 2(b) hereof.
11
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 Delaware 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.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first written above.
BOSTON PROPERTIES, INC.
By:/s/ Xxxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Executive Vice President
12
REGISTRATION RIGHTS AND LOCK-UP AGREEMENT
HOLDER SIGNATURE PAGES
/s/ G. Xxxxx Xxxxx
---------------------------------------
Print Name: G. Xxxxx Xxxxx
Address: 0000 Xxxxxxx Xxxxxxx, XX
Xxxxxxxxxx, X.X. 00000
/s/ Xxxxx X. Xxxx
----------------------------------------
Print Name: Xxxxx X. Xxxx
Address: 00000 Xxxx Xxxxx Xxxxxxx
Xxxxxxxxx, XX 00000
13
