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VOTING AGREEMENT
VOTING AGREEMENT (the "Agreement") made as of this 14th day of
November, 1996 by and among RAI Real Estate Advisers, Inc. ("RAI") as the
voting trustee of a voting trust dated as of November 6, 1996 executed by the
Commonwealth of Pennsylvania State Employes' Retirement System as shareholder
and by RAI as voting trustee (the "Purchaser"), Safeguard Scientifics, Inc., a
Pennsylvania corporation ("Safeguard"), Safeguard Scientifics (Delaware), Inc.,
a Delaware corporation ("SSD"), The Xxxxxxx Company, a Pennsylvania corporation
("TNC"), Xxxxxxx X. Xxxxxxx, Xx. ("Xxxxxxx"), The Xxxxxxx X. Xxxxxxx Trust
(the "RMO Trust") and Turkey Vulture Fund XIII, Ltd. (the "RMO Fund").
Safeguard, SSD, TNC, Xxxxxxx, the RMO Trust and the RMO Fund are sometimes
referred to herein individually as a "Holder" and collectively as the
"Holders."
WHEREAS, the Holders own common shares of beneficial interest, par
value $.01 per share (the "Shares") of the Brandywine Realty Trust, a Maryland
real estate investment trust (the "Trust") and warrants (the "Warrants")
exercisable for Shares;
WHEREAS, the Trust has entered into (i) a Contribution Agreement (the
"Contribution Agreement") dated November 6, 1996 by and among inter alia, the
Trust and the Purchaser, and (ii) a Securities Purchase Agreement (the
"Securities Purchase Agreement") dated November 6, 1996 between the Trust and
the Purchaser. The Contribution Agreement and the Securities Purchase
Agreement are together referred to herein as the "Transaction Agreements;" and
WHEREAS, the Holders desire to enter into an agreement to be
specifically enforceable against each of them, as an inducement to the
Purchaser to consummate the transactions contemplated by the Transaction
Agreements, pursuant to which the Holders, subject to the terms hereof, agree
to vote the Shares in accordance with the terms of the Transaction Agreements;
NOW, THEREFORE, intending to be legally bound hereby, the parties
hereto agree as follows:
1. Voting of Shares. Each of the Holders shall vote all of the
Shares now or hereafter registered in such Holder's name, including, but not
limited to Shares acquired upon exercise of Warrants, in all matters submitted
to the shareholders of the Trust for approval in accordance with Section 7.7 of
the Securities Purchase Agreement.
2. Representations of Holders. Each of the Holders hereby
represents and warrants to each of the other Holders and to the Purchaser that
such Holder: (a) owns and has the right to vote the number of Shares set forth
on Schedule A attached hereto, (b) has full power to enter into this Agreement
and has not, prior to the date of this Agreement, executed or delivered any
proxy or entered into any other voting agreement or similar arrangement which
has not
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expired prior to the date hereof, and (c) will not take any action inconsistent
with the purposes and provisions of this Agreement.
3. Binding Agreement; Changes in Shares. Each Holder expressly
agrees that this Agreement shall be specifically enforceable in any court of
competent jurisdiction in accordance with its terms against each of the parties
hereto. In the event that at any time after the date hereof, any Shares or
other shares of beneficial interest of the Trust are issued on, or in exchange
of any of the Shares by reason of any dividend, split, reclassification or
consolidation, such Shares or other beneficial interests shall be subject to
the terms of this Agreement.
4. Voting by the Purchaser. Purchaser shall vote all securities
of the Trust held by it at any duly called meeting of the Trust's shareholders
in favor of restoring voting rights of the RMO Trust and the RMO Fund.
5. Miscellaneous.
(a) Indulgences, Etc. Neither the failure nor any delay
on the part of any party hereto to exercise any right, remedy, power or
privilege under this Agreement shall operate as a waiver thereof, nor shall any
single or partial exercise of any right, remedy, power or privilege preclude
any other or further exercise of the same or of any other right, remedy, power
or privilege, nor shall any waiver of any right, remedy, power or privilege
with respect to any occurrence be construed as a waiver of such right, remedy,
power or privilege with respect to any other occurrence. No waiver shall be
effective unless it is in writing and signed by the party asserted to have
granted such waiver.
(b) Controlling Law. This Agreement and all questions
relating to its validity, interpretation, performance and enforcement
(including, without limitation, provisions concerning limitations of actions),
shall be governed by and construed in accordance with the laws of the state of
Maryland, notwithstanding any conflict-of-laws doctrines of such state or other
jurisdiction to the contrary, and without the aid of any canon, custom or rule
of law requiring construction against the draftsman.
(c) Schedules. All schedules attached hereto are hereby
incorporated by reference into, and made a part of, this Agreement.
(d) Binding Nature of Agreement; No Assignment. This
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns, except that no party may assign or
transfer any of their obligations under this Agreement without the consent of
the other parties.
(e) Execution in Counterparts. This Agreement may be
executed in any number of counterparts, each of which shall be deemed to be an
original as against any party whose signature appears thereon, and all of which
shall together constitute one and the same instrument. This Agreement shall
become binding when one or more counterparts hereof,
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individually or taken together, shall bear the signatures of all of the parties
reflected hereon as the signatories.
(f) Settlement of Disputes. Any and all controversies
of every kind and nature among the parties hereto shall be resolved in
accordance with the provisions set forth in Section 10.10 of the Securities
Purchase Agreement.
(g) Provisions Separable. The provisions of this
Agreement are independent of and separable from each other, and no provision
shall be affected or rendered invalid or unenforceable by virtue of the fact
that for any reason any other or others of them may be invalid or unenforceable
in whole or in part.
(h) Entire Agreement. This Agreement contains the entire
understanding among the parties hereto with respect to the subject matter
hereof, and supersedes all prior and contemporaneous agreements and
understandings, inducements or conditions, express or implied, oral or written,
except as herein contained. The express terms hereof control and supersede any
course or performance and/or usage of the trade inconsistent with any of the
terms hereof. This Agreement may not be modified or amended other than by
agreement in writing.
(i) Section Headings. The section headings in this
Agreement are for convenience only; they form no part of this Agreement and
shall not affect its interpretation.
IN WITNESS WHEREOF, the parties hereto have executed and delivered
this Agreement on the date first above written.
RAI REAL ESTATE ADVISERS, INC., as voting
trustee of a voting trust dated November 6, 1996
By: /s/ Xxxxxxxx X. Hands
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SAFEGUARD SCIENTIFICS, INC.
By: /s/ Xxxxxx Xxxx
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SAFEGUARD SCIENTIFICS (DELAWARE),
INC.
By: /s/ Xxxxxx Xxxx
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THE XXXXXXX COMPANY
By: /s/ Xxxx X. Xxxxxxxxx
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Vice President Finance
/s/ Xxxxxxx X. Xxxxxxx, Xx.
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XXXXXXX X. XXXXXXX, XX.
THE XXXXXXX X. XXXXXXX TRUST
By: /s/ Xxxxxxx X. Xxxxxxx
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Senior Vice President
TURKEY VULTURE FUND XIII, LTD.
By: /s/ Xxxxxxx X. Xxxxxxx
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Vice President
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