EXECUTION COPY
VOTING AGREEMENT
VOTING AGREEMENT (this "Agreement"), dated as of August 29, 2004, is
made by and among Xxxxx Property Holdings LLC, a Delaware limited liability
company ("Parent"), the Stockholders listed on Schedule 1 attached hereto (each
individually a "Stockholder" and collectively the "Stockholders") and LNR
Property Corporation, a Delaware corporation (the "Company").
WITNESSETH:
WHEREAS, concurrently with the execution of this Agreement, Parent,
Xxxxx Acquisition Sub Corp., a Delaware corporation and a direct wholly owned
subsidiary of Parent ("Sub"), and the Company are entering into a Plan and
Agreement of Merger of even date herewith (the "Merger Agreement"), pursuant to
which the parties thereto agree, upon the terms and subject to the conditions
set forth therein, to merge Sub with and into the Company (the "Merger"); and
WHEREAS, each Stockholder owns of record and Beneficially Owns the
number of shares of Common Stock, par value $0.10 per share of the Company
("Common Stock"), and Class B Common Stock, par value $0.10 per share of the
Company ("Class B Common Stock" and together with the Common Stock, "Company
Common Stock") set forth opposite such Stockholder's name on Schedule 1 hereto
(such shares of Company Common Stock, together with any other shares of capital
stock of the Company acquired by such Stockholder after the date hereof and
during the term of this Agreement, including any shares issued upon the exercise
of any warrants or options, the conversion of any convertible securities or
otherwise, being collectively referred to herein as the "Subject Shares"); and
WHEREAS, as inducement and a condition to entering into the Merger
Agreement, Parent has required Stockholders to enter into this Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual
premises, representations, warranties, covenants and agreements contained
herein, the parties hereto, intending to be legally bound hereby, agree as
follows:
Section 1. Certain Definitions. In addition to the terms defined
elsewhere herein, capitalized terms used and not defined herein shall have the
respective meanings ascribed to them in the Merger Agreement. For purposes of
this Agreement:
(a) "Beneficially Own" or "Beneficial Ownership" with respect
to any securities means having "beneficial ownership" of such securities as
determined pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). Without duplicative counting of the same
securities by the same holder, securities Beneficially Owned by a person include
securities Beneficially Owned by all other persons with whom such person would
constitute a "group" within the meaning of Section 13(d) of the Exchange Act
with respect to the securities of the same issuer.
Section 2. Representations and Warranties of Stockholder. Each
Stockholder represents and warrants severally, but not jointly, to Parent as
follows:
(a) Ownership and Power to Vote Shares. Each Stockholder is
the sole record owner of the Subject Shares set forth opposite such
Stockholder's name on Schedule 1. Xxxxxx Xxxxxx is the Beneficial Owner of all
of the Subject Shares. On the date hereof, the Subject Shares (including the
options set forth opposite such Stockholder's name on Schedule 1) constitute all
of the shares of the Company Common Stock owned of record or Beneficially Owned
by such Stockholder. Except as shown on Schedule 1, there are no outstanding
options or other rights to acquire by or from such Stockholder or obligations of
such Stockholder to sell or to acquire, any shares of Company Common Stock.
Xxxxxx Xxxxxx has full power individually, as a trustee or as the officer of a
corporation, to vote or to direct the voting of, full power to issue
instructions or direct the issuance of instructions with respect to the matters
set forth in Sections 4, 5, 6 and 7 hereof, full power to dispose of or direct
the disposition of, and full power to agree to all of the matters set forth in
this Agreement, in each case with respect to all of the Subject Shares.
(b) Power; Binding Agreement. Each Stockholder has the legal
capacity, power and authority to enter into and perform all of such
Stockholder's obligations under this Agreement. This Agreement has been duly and
validly executed and delivered, and, if such Stockholder is not a natural
person, authorized by such Stockholder and constitutes a valid and binding
agreement of such Stockholder, enforceable against such Stockholder in
accordance with its terms except that (i) such enforcement may be subject to
applicable bankruptcy, insolvency or other similar laws, now or hereafter in
effect, affecting creditors' rights generally, and (ii) the remedy of specific
performance and injunctive and other forms of equitable relief may be subject to
equitable defenses and to the discretion of the court before which any
proceeding therefor may be brought.
(c) No Conflicts. Except as contemplated by the Merger
Agreement, no filing with, and no permit, authorization, consent or approval of,
any Governmental Entity is necessary for the execution and delivery of this
Agreement by such Stockholder and the consummation by such Stockholder of the
transactions contemplated hereby, none of the execution and delivery of this
Agreement by such Stockholder, the consummation by such Stockholder of the
transactions contemplated hereby or compliance by such Stockholder with any of
the provisions hereof shall (i), if a particular Stockholder is not a natural
person, conflict with or result in any breach of any organizational documents
applicable to such Stockholder, (ii) result in a violation or breach of, or
constitute (with or without notice or lapse of time or both) a default (or give
rise to any third party right of termination, cancellation, material
modification or acceleration) under any of the terms, conditions or provisions
of any note, loan agreement, bond, mortgage, indenture, license, contract,
commitment, arrangement, understanding, agreement or other instrument or
obligation of any kind to which such Stockholder is a party or by which such
Stockholder or any of its properties or assets may be bound, or (iii) violate
any order, writ, injunction, decree, judgment, order, statute, rule or
regulation applicable to such Stockholder or the Subject Shares (other than,
with respect to clauses (ii) and (iii), in a way that does not adversely affect
Parent's rights under this Agreement or expose Parent to a claim in respect of
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any party's entering into this Agreement or the performance of such party's
obligations hereunder).
(d) No Encumbrance. Except as permitted by this Agreement, the
Subject Shares are now, and, at all times during the term hereof, will be, held
by such Stockholder free and clear of all Liens, except for any such Liens
arising hereunder.
(e) No Finder's Fees. No broker, investment banker, financial
advisor or other person is entitled to any broker's, finder's, financial
adviser's or other similar fee or commission in connection with the transactions
contemplated hereby based upon arrangements made by or on behalf of such
Stockholder.
(f) Reliance. Each Stockholder understands and acknowledges
that each of the Company, Parent and Sub is entering into the Merger Agreement
in reliance upon such Stockholder's execution and delivery of this Agreement.
Section 3. Disclosure. Each Stockholder hereby agrees to permit the
Company to publish and disclose in the Proxy Statement (including all documents
and schedules filed with the Securities and Exchange Commission), and any press
release or other disclosure document which the Company, in its sole discretion,
determines to be required by law or necessary or desirable in connection with
the Merger and any transactions related thereto, such Stockholder's identity and
ownership of the Company Common Stock and the nature of such Stockholder's
commitments, arrangements and understandings under this Agreement.
Section 4. Transfer And Other Restrictions.
(a) No Solicitation. Each Stockholder shall, and shall cause
its Affiliates and each of its and their respective Affiliates, officers,
directors, employees, representatives, consultants, investment bankers,
attorneys, accountants and other agents (collectively, a person's or entity's
"Representatives") to, immediately cease any discussions, activities or
negotiations with any other Person or Persons (a "Third Party Acquiror") that
may be ongoing with respect to any Acquisition Proposal. During the term of this
Agreement, no Stockholder shall take, and each Stockholder shall cause its
Representatives not to take, any action that, if taken by the Company, would
violate Paragraph 6.4(b) of the Merger Agreement. Each Stockholder will as
promptly as practicable (and in any event within 24 hours) advise the Parent of
any request for information received by that Stockholder with respect to any
Acquisition Proposal or of any Acquisition Proposal received by that
Stockholder, or any inquiry or proposal received by that Stockholder with
respect to any Acquisition Proposal, and the material terms and conditions of
such request, Acquisition Proposal, inquiry or proposal. For purposes of this
Agreement, each of Parent and Sub are not deemed to be Affiliates of the
Stockholders. Without limiting the foregoing, the Parent, Sub and each of the
Stockholders agree that any violation of the restrictions set forth in this
Section 4 by any Representative of a Stockholder or any of its Affiliates,
whether or not such Person is purporting to act on behalf of a Stockholder or
any of its Affiliates, shall constitute a breach by such Stockholder of this
Section 4 if, following that violation and while this Agreement is in effect,
the Stockholder enters into discussions with the Person from whom the
Representative encouraged, solicited, initiated or facilitated an Acquisition
Proposal in violation of this Section 4.
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(b) Certain Prohibited Transfers. Prior to the termination of
this Agreement, each Stockholder agrees not to, directly or indirectly:
(i) except pursuant to the terms of the Merger Agreement
or the subscription agreement between some or all of the
Stockholders and Parent (the "Subscription Agreement"), offer for
sale, sell, transfer, tender, pledge, encumber, assign or otherwise
dispose of (including by gift), or enter into any contract, option
or other arrangement or understanding with respect to or consent to
the offer for sale, sale, transfer, tender, pledge, encumbrance,
assignment or other disposition of any or all of the Subject Shares
or any interest therein;
(ii) grant any proxy, grant any power of attorney,
deposit any of the Subject Shares into a voting trust or enter into
a voting agreement or arrangement with respect to the Subject Shares
except as provided in this Agreement; or
(iii) take any other action that would make any
representation or warranty of such Stockholder contained herein
untrue or incorrect or have the effect of preventing or disabling
such Stockholder from performing its obligations under this
Agreement.
The term "sale" in this Agreement shall include a "constructive sale" which
shall encompass a short sale with respect to such security, entering into or
acquiring a derivative contract with respect to such security, entering into or
acquiring a futures or forward contract to deliver such security or entering
into any transaction that has substantially the same effect as any of the
foregoing.
(c) Restrictive Covenants. (i) Each Stockholder agrees that,
except as provided in Section 4(d), for a period of three years from the date of
this Agreement, such Stockholder will not, and will cause its Affiliates not to,
directly or indirectly, without the consent of the Company:
(1)engage or assist any Person
in engaging in, individually, or as an officer, director, employee,
agent, consultant, shareholder, owner, partner, manager, member,
consultant, principal, or in any other capacity, or render any
services to, any business operating in any country where the Company
or any of its Subsidiaries or any of its Joint Ventures currently
does business that competes with any business in which the Company
is engaged to in a material way in that country; provided, however,
that the ownership, beneficial or otherwise, by any Stockholder of
not more than 1% of any class of equity securities of any enterprise
that engages in a competing business, if such equity securities are
listed on a recognized securities exchange, shall not be deemed to
be a breach of this Section 4(c)(i); provided further that
notwithstanding anything in this Agreement to the contrary, this
Section 4(c)(i) shall not restrict the ability of any Stockholder or
its Affiliates to be a director, officer or employee of, or have any
other relationship with, or to own equity securities, of Lennar (as
defined below); or
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(2)in any manner solicit, induce
or attempt to induce, or assist others to solicit, induce or attempt
to induce, any customer, supplier, contractor or client associated
with the Company or any of its Subsidiaries or any of its Joint
Ventures at such time, or, in the case of a customer who purchased
goods or services from the Company in the prior year, to terminate
or materially and adversely alter its, his or her association with
the Company or any of its Subsidiaries or any of its Joint Ventures
or in any other manner interfere with any agreement or contract
between the Company or any of its Subsidiaries or any of its Joint
Ventures and any such Person; or
(ii) Each Stockholder agrees that, except as provided in
Section 4(d), for a period of eighteen months from the date of this
Agreement, such Stockholder will not, and will cause its Affiliates
not to, directly or indirectly, without the consent of the Company,
solicit, or attempt to solicit, interfere with, or endeavor to cause
any employee of the Company or any of its Subsidiaries or any of its
Joint Ventures to leave his or her employment or induce or attempt
to induce any employee of the Company or any of its Subsidiaries or
any of its Joint Ventures to breach his or her employment or
consulting agreement with the Company, provided that nothing will
prevent any Stockholder, or any entity of which a Stockholder is an
equity owner, a director or an employee, or with which the
Stockholder has any other type of relationship, from advertising to
fill job vacancies, provided the advertisements are not directed
primarily at employees of the Company.
(d) Nothing in Section 4(c), or anyplace else in this
Agreement, will (i) prevent any Stockholder from being a stockholder (without
limitation on the number or percentage of shares that may be owned), director,
officer or employee of, or having any other relationship with, Lennar
Corporation or any of its subsidiaries (Lennar Corporation and its subsidiaries
being "Lennar"), or (ii) in any way limit the businesses or activities of Lennar
(including competing with the Company for the purchase of properties, securities
or other assets, or seeking to induce customers of the Company to do business
with Lennar, even if that causes the customers to cease doing business with the
Company.) Nothing in this agreement will, however, affect any limitations on the
businesses or activities of Lennar contained in any agreement between Lennar and
the Company, except that the Stockholders shall use their best efforts to cause
Lennar, prior to the Effective Time, to enter into an agreement to adhere to,
and to cause its Subsidiaries to adhere to, the restrictions set forth in
Section 4(c)(ii).
(e) Each Stockholder agrees that for three years after the
date of this Agreement, the Stockholder shall hold in confidence, and except as
required by law or an order of a court or governmental agency with jurisdiction,
the Stockholder shall not disclose to any person or entity for any reason or
purpose, or use in any way (other in the Stockholder's capacity as a director,
officer or employee of the Company or its affiliates), any Confidential
Information obtained by the Stockholder in his or its capacity as a stockholder,
director, officer or employee of the Company. The term "Confidential
Information" means information that is treated by the Company or any of its
subsidiaries as confidential and proprietary information, including but not
limited to, information regarding sources of transactions, means of analyzing
transactions,
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properties owned or operated by the Company or tenants at those properties,
databases, competitive strategies, computer programs, frameworks, or models,
marketing programs or sales, financial, marketing, training and technical
information, other than information that is generally available without use of
information developed by or obtained from the Company or its subsidiaries other
than information that becomes generally available only because of a breach of
this Agreement). Notwithstanding the foregoing, any Stockholder who is a
director, officer or employee of Lennar Corporation may, subject to such
Stockholder's existing fiduciary and contractual obligations to the Company, use
all information of which the Stockholder is aware at the Effective Time in
connection with the Stockholder's activities as a director, officer or employee
of Lennar or to enforce any rights or defend any claims hereunder or under any
other agreement to which the Stockholder is a party, provided that such
disclosure is relevant to the enforcement of such rights or defense of such
claims and is only disclosed in the formal proceedings related thereto. The
Stockholder shall take all reasonable steps to safeguard the Confidential
Information and to protect it against disclosure, misuse, espionage, loss or
theft.
(f) Injunctive Relief and Additional Remedy. Each Stockholder
acknowledges that the injury that would be suffered by Parent or any of its
Affiliates as a result of a breach of the provisions of this Agreement
(including any provision of Sections 4(c) or 4(d)) would be irreparable and that
an award of monetary damages to Parent or any such Affiliate for such a breach
would be an inadequate remedy. Consequently, Parent or such Affiliate will have
the right, in addition to any other rights it may have, to obtain injunctive
relief to restrain any breach or threatened breach or otherwise to specifically
enforce any provision of this Agreement.
(g) Covenants of Sections 4(c) and 4(d) are Essential and
Independent Covenants. The covenants by each Stockholder in Sections 4(c) and
4(d) are essential elements of this Agreement, and without each Stockholder's
agreement to comply with such covenants, Parent would not have entered into this
Agreement or the Merger Agreement. Parent and Stockholders have independently
consulted their respective counsel and have been advised in all respects
concerning the reasonableness and propriety of such covenants, with specific
regard to the nature of the business conducted by the Company and its
Affiliates.
Section 5. Voting of the Company Common Stock. Each Stockholder
hereby agrees that, during the period commencing on the date hereof and
continuing until the first to occur of (a) the Effective Time or (b) termination
of this Agreement in accordance with its terms, at any meeting (whether annual
or special and whether or not an adjourned or postponed meeting) of the holders
of Company Common Stock, however called, at which the holders of the Company
Common Stock are asked to vote upon a proposal to adopt the Merger Agreement and
to approve the Merger or any other of the transactions that are the subject of
the Merger Agreement, such Stockholder will appear at the meeting or otherwise
cause the Subject Shares to be counted as present thereat for purposes of
establishing a quorum and vote (or cause to be voted) all of the Subject Shares:
(i) in favor of and to adopt the Merger Agreement and
approve the Merger and/or the other transactions contemplated by the
Merger Agreement; and
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(ii) except as otherwise agreed to in writing in advance
by Parent in its sole discretion, against the following (other than
the Merger and the transactions contemplated the Merger Agreement):
(A) any Acquisition Proposal, (B) any change in a majority of the
persons who constitute the Board of Directors of the Company, (C)
any action or agreement that would result in a breach in any
material respect of any covenant, representation or warranty or any
obligation or agreement of the Company under the Merger Agreement or
this Agreement, or (D) any action which is intended, or which could
reasonably be expected, to impede, interfere with, materially delay,
materially postpone or materially adversely affect the Merger and
the transactions contemplated by the Merger Agreement.
Section 6. Agreement not to Transfer; Additional Shares Subject to
Agreement.
(a) Each Stockholder agrees with, and covenants to, Parent
that, until termination of the Merger Agreement, except as contemplated by the
Merger Agreement or the Subscription Agreement, such Stockholder will not
request that Company register the transfer (book-entry or otherwise) of any
certificate or uncertificated interest representing any of the Subject Shares,
unless such transfer is made in compliance with this Agreement.
Section 7. Reasonable Best Efforts. Subject to the terms and
conditions of this Agreement, each of the parties hereto agrees to use its
reasonable best efforts to take, or cause to be taken, all actions, and to do,
or cause to be done, all things necessary, proper or advisable under applicable
laws and regulations to consummate and make effective the Transactions. Each
party shall promptly consult with the other and provide any necessary
information and material with respect to all filings made by such party with any
Governmental Entity in connection with this Agreement and the Merger Agreement
and the transactions contemplated hereby and thereby.
Section 8. Fiduciary Duties. Each Stockholder is signing this
Agreement solely in such Stockholder's capacity as an owner of his, her or its
respective Subject Shares, and nothing herein shall prohibit, prevent or
preclude such individual Stockholder from taking or not taking any action in his
or her capacity as an officer or director of the Company.
Section 9. Termination. This Agreement shall terminate on the
earliest to occur of: (a) the termination of the Merger Agreement in accordance
with Paragraph 8.1 of the Merger Agreement, (b) the written agreement of the
parties hereto to terminate this Agreement, (c) the Effective Time of the Merger
(provided that the provisions of Section 4(c) and 4(e) shall survive the
Effective Time of the Merger for the periods set forth therein) and (d) with
respect to each Stockholder, at the end of the fifth day following the taking by
the Company's Board of Directors or the Special Committee of an action described
in any of clauses (i) through (iii) of Paragraph 8.1(e) of the Merger Agreement
by the Board of Directors of the Company or the Special Committee, unless prior
to that the Stockholder delivers to Parent a notice that this Agreement will not
terminate.
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Section 10. Miscellaneous.
(a) Entire Agreement. This Agreement (including the documents
and instruments referred to herein) constitutes the entire agreement and
supersedes all other prior agreements and understandings, both written and oral,
among the parties, or any of them, with respect to the subject matter hereof.
(b) Each Stockholder agrees that, in the event (a) of any
stock dividend, stock split, recapitalization, reclassification, combination or
exchange of shares of capital stock of the Company or any of its Subsidiaries
on, of or affecting the Subject Shares of such Stockholder, (b) such Stockholder
purchases or otherwise acquires beneficial ownership of or an interest in any
shares of capital stock of the Company or any of its Subsidiaries after the
execution of this letter agreement (including by conversion), or (c) such
Stockholder voluntarily acquires the right to vote or share in the voting of any
shares of capital stock of the Company or any of its subsidiaries other than the
Subject Shares (collectively, "New Shares"), other than as a person named as a
proxy in proxies solicited by the Board of Directors of the Company (with regard
to which such Stockholder shall vote as instructed by the persons who executed
the proxies or as otherwise described in the Proxy Statement), such Stockholder
shall deliver promptly to Parent written notice of the number of any New Shares
acquired by such Stockholder. Such Stockholder also agrees that any New Shares
acquired or purchased by such Stockholder shall be subject to the terms of this
letter agreement and the irrevocable proxy executed by Stockholder and shall
constitute Shares to the same extent as if they were owned by such Stockholder
on the date of this letter agreement.
(c) Successors and Assigns. This Agreement shall not be
assigned by operation of law or otherwise without the prior written consent of
the other parties hereto. This Agreement shall be binding upon, inure to the
benefit of and be enforceable by each party and such party's respective heirs,
beneficiaries, executors, representatives and permitted assigns.
(d) Amendment and Modification. This Agreement may not be
amended, altered, supplemented or otherwise modified or terminated (other than a
termination under Section 9 of this Agreement) except upon the execution and
delivery of a written agreement executed by the parties hereto.
(e) Notices. All notices, requests, claims and demands and
other communications hereunder shall be in writing and shall be deemed duly
delivered (i) four Business Days after being sent by registered or certified
mail, return receipt requested, postage prepaid, (ii) one Business Day after
being sent for next business day delivery, fees prepaid, via a reputable
nationwide overnight courier service, or (iii) on the day when sent by facsimile
transmission or email, in each case to the intended recipient as set forth
below:
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If to Parent or Sub, to:
x/x Xxxxxxxx Xxxxxxx Xxxxxxxxxx, X.X.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxx Xxxxxxxx
Facsimile: 000-000-0000
Email: xxxxxxxxx@xxxxxxxxxxxxxxx.xxx
and
Attention: Xxxxxx Xxxxxx
Facsimile: 000-000-0000
Email: xxxxxxx@xxxxxxxxxxxxxxxx.xxx
with a copy to:
Xxxxxxx Xxxx & Xxxxx LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxx Xxxxx
Fax: (000) 000-0000
Email: xxxxx.xxxxx@xxx.xxx
If to the Company, to:
LNR Property Corporation
0000 Xxxxxxxxxx Xxxxxx
Xxxxx Xxxxx, Xxxxxxx 00000
Attention: General Counsel
Facsimile: 000-000-0000
Email: xxxxxxxxxx@xxxxxxxxxxx.xxx
with a copy to:
Xxxxx Xxxxxxxxx
Xxxxxxxx Chance US LLP
00 X. 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Facsimile: 000-000-0000
Email: xxxxx.xxxxxxxxx@xxxxxxxxxxxxxx.xxx
If to Stockholder, to the address set forth opposite such Stockholder's name on
Schedule 1, with a copy to Xxxxx Xxxxxxxxx at the address set forth above.
Any Party may give any notice or other communication hereunder using
any other means (including personal delivery, messenger service, facsimile or
ordinary mail), but no such
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notice or other communication shall be deemed to have been duly given unless and
until it is actually received by the Party for whom it is intended. Any Party
may change the address to which notices and other communications hereunder are
to be delivered by giving the other Parties to this Agreement notice in the
manner herein set forth.
(f) Severability. Any term or provision of this Agreement
which is held to be invalid, illegal or unenforceable in any respect in any
jurisdiction shall, as to that jurisdiction, be ineffective to the extent of
such invalidity or unenforceability without rendering invalid or unenforceable
the remaining terms and provisions of this Agreement or affecting the validity
or enforceability of any of the terms or provisions of this Agreement in any
other jurisdiction. If any provision of this Agreement is so broad as to be
unenforceable, the provision shall be interpreted to be only so broad as is
enforceable.
(g) Specific Performance. The Parties acknowledge that money
damages would not be an adequate remedy at Law if any party fails to perform in
any material respect any of its obligations hereunder and accordingly agree that
each Party, in addition to any other remedy to which it may be entitled at Law
or in equity, shall be entitled to seek to compel specific performance of the
obligations of any other Party under this Agreement, without the posting of any
bond, in accordance with the terms and conditions of this Agreement and if any
action should be brought in equity to enforce any of the provisions of this
Agreement, none of the Parties hereto shall raise the defense that there is an
adequate remedy at Law. No remedy shall be exclusive of any other remedy. All
available remedies shall be cumulative.
(h) No Waiver. The failure of any party hereto to exercise any
right, power or remedy provided under this Agreement or otherwise available in
respect hereof at Law or in equity, or to insist upon compliance by any other
party hereto with its obligations hereunder, and any custom or practice of the
parties at variance with the terms hereof, will not constitute a waiver by such
party of its right to exercise any such or other right, power or remedy or to
demand such compliance.
(i) No Third Party Beneficiaries. This Agreement is not
intended to confer upon any person other than the parties hereto any rights or
remedies hereunder.
(j) Governing Law. This Agreement shall be governed by and
construed in accordance with the internal laws of the State of Delaware (without
reference to its choice of law rules that would apply the laws of any other
jurisdiction).
(k) Descriptive Heading. The descriptive headings used herein
are for reference purposes only and will not affect in any way the meaning or
interpretation of this Agreement.
(l) Expenses. All costs and expenses incurred in connection
with this Agreement and the transactions contemplated hereby shall be paid by
the party incurring such expenses.
(m) Further Assurances. From time to time, at any other
party's request and without further consideration, each party hereto shall
execute and deliver such additional
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documents and take all such further lawful action as may be necessary or
desirable to consummate and make effective, in the most expeditious manner
practicable, the transactions contemplated by this Agreement.
(n) Counterparts. This Agreement may be executed in two or
more counterparts, each of which shall be deemed to be an original, but all of
which together shall constitute one and the same instrument.
(o) Each of the parties hereto hereby irrevocably and
unconditionally agrees that any action, suit or proceeding, at law or equity,
arising out of or relating to this Agreement or any agreements or transactions
contemplated hereby shall only be brought in any state court of the State of
Delaware or any federal court located in Delaware, and hereby irrevocably and
unconditionally expressly submits to the personal jurisdiction and venue of such
courts for the purposes thereof and hereby irrevocably and unconditionally
waives (by way of motion, as a defense or otherwise) any and all jurisdictional,
venue and convenience objections or defenses that such party may have in such
action, suit or proceeding. Each of the parties hereto hereby irrevocably and
unconditionally consents to the service of process of any of the aforementioned
courts. Nothing herein contained shall be deemed to affect the right of any
party hereto to serve process in any manner permitted by law or commence legal
proceedings or otherwise proceed against any other party in any other
jurisdiction to enforce judgments obtained in any action, suit or proceeding
brought pursuant to this Section 10(o).
[Remainder of this page intentionally left blank.
Signature pages follow.]
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IN WITNESS WHEREOF, Parent, Company and each Stockholder have caused
this Agreement to be duly executed as of the day and year first written above.
PARENT:
XXXXX PROPERTY HOLDINGS LLC
By: /s/ Xxxxxx Xxxxxx
--------------------------------------
Name: Xxxxxx Xxxxxx
Title: Managing Director
STOCKHOLDERS:
/s/ Xxxxxx Xxxxxx
--------------------------------------------
Xxxxxx Xxxxxx
THE LM XXXXXX XXXXXX IRREVOCABLE TRUST U/A
10/6/94
By: /s/ Xxxxxx Xxxxxx
--------------------------------------
Name: Xxxxxx Xxxxxx
Title: Trustee
MFA LIMITED PARTNERSHIP
By: LMM Family Corp., its General Partner
By:/s/ Xxxxxx Xxxxxx
--------------------------------
Name: Xxxxxx Xxxxxx
Title: President
THE XXXXXX CHARITABLE FUND, L.P.
By: LMM Family Corp., its General Partner
By:/s/ Xxxxxx Xxxxxx
--------------------------------
Name: Xxxxxx Xxxxxx
Title: President
THE COMPANY:
LNR PROPERTY CORPORATION
By: /s/ Xxxxxxx Xxxxxxxx
-----------------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: President and Chief Executive
Officer
SCHEDULE 1
STOCKHOLDER OWNED COMMON STOCK OPTIONS
----------- ------------------ -------
Xxxxxx Xxxxxx 409,750-Common Stock 0
100,000 Class B
Common Stock
The LM Xxxxxx Xxxxxx Irrevocable 333,333 Class B 0
Trust u/a 10/6/94 Common Stock
MFA Limited Partnership 7,188,631 Class B 0
Common Stock
The Xxxxxx Charitable Fund, L.P. 1,449,200 Class B 0
Common Stock
