EXHIBIT 99.1 TERMINATION AND RELEASE AGREEMENT This Termination and Release Agreement (this "Agreement") is made as of this 6 day of August, 2001, by and among by and among Aegis Realty Operating Partnership, L.P., a Delaware limited partnership...
EXHIBIT 99.1
TERMINATION AND RELEASE AGREEMENT
This Termination and Release Agreement (this "Agreement") is made as of
this 6 day of August, 2001, by and among by and among Aegis Realty Operating
Partnership, L.P., a Delaware limited partnership (AOP@), Aegis Realty, Inc., a
Maryland corporation (the ACompany@), and the undersigned contributors
(individually AContributor@ and collectively AContributors@).
RECITALS
WHEREAS, OP, the Company and Contributors (collectively, the "Parties") are
parties to that certain Contribution Agreement dated December 20, 2000 (the
"Contribution Agreement"),
WHEREAS, Section 9.1(a) of the Contribution Agreement states that the
Contribution Agreement may be terminated by the mutual written consent of
Contributors and the Company, and
WHEREAS, Contributors, OP and the Company mutually desire to terminate the
Contribution Agreement in its entirety pursuant to the terms of this Agreement
NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Contributors, OP and the Company
hereby agree as follows:
1. TERMINATION. Contributors, OP and the Company hereby terminate the
Contribution Agreement in its entirety effective as of the date of this
Agreement (the "Termination Date") pursuant to the terms hereof. Upon the
execution of this Agreement, the Contribution Agreement and all past, present or
future rights, powers, privileges, debts, liabilities, duties, covenants and
agreements contained therein shall be, and are hereby, terminated in full and
shall have no continuing force or effect.
2. TERMINATION PAYMENT. Contemporaneously with the execution of this
Agreement by the Company, the Company shall pay to P. O=X. Xxxxxxxxxx & Company
("POB"), by wire transfer according to the wire instructions attached hereto as
EXHIBIT A, the sum of Three Hundred Fifty Thousand and No/100 U.S. Dollars
($350,000.00) (the "Termination Payment").
3. COVENANTS OF OP AND THE COMPANY. OP and the Company each acknowledge
and agree that (i) no costs, expenses, payments or fees shall be due to OP, the
Company or any of their affiliates, successors or assigns pursuant to the
Contribution Agreement or this Agreement, (ii) Contributors shall not incur any
penalties, payment obligations or reimbursement obligations for or in connection
with the termination of the Contribution Agreement, and (iii) each Contributor
has fully performed all of its respective covenants and obligations under the
Contribution Agreement.
4. COVENANTS OF CONTRIBUTORS. Each of the Contributors acknowledge and
agree that (i) other than the Termination Payment, no costs, expenses, payments
or fees shall be due to Contributors or any of their affiliates, successors or
assigns pursuant to the Contribution Agreement
1
or this Agreement, (ii) OP and the Company shall not incur any penalties,
payment obligations or reimbursement obligations for or in connection with the
termination of the Contribution Agreement other than the Company's obligation to
pay the Termination Payment to POB, and (iii) each of OP and the Company has
fully performed all of their respective covenants and obligations under the
Contribution Agreement.
5. RELEASE OF CONTRIBUTORS. OP and the Company each agree that each of
the Contributors and each of their respective shareholders, directors, officers,
partners, members, managers, trustees, subsidiaries, beneficial owners,
employees, agents, representatives, successors and assigns shall be, and are
hereby, fully released and discharged from any and all liabilities and
obligations that have or may have arisen or accrued on or before the Termination
Date or may arise or accrue thereafter under or with respect to the Contribution
Agreement or the subject matter thereof.
6. RELEASE OF OP AND THE COMPANY. Each of the Contributors agree that
each of OP and the Company and each of their respective shareholders, directors,
officers, partners, members, managers, trustees, subsidiaries, beneficial
owners, employees, agents, representatives, successors and assigns shall be, and
are hereby, fully released and discharged from any and all liabilities and
obligations that have or may have arisen or accrued on or before the Termination
Date or may arise or accrue thereafter under or with respect to the Contribution
Agreement or the subject matter thereof other than the Company's obligation to
pay the Termination Payment to POB.
7. STANDSTILL. In consideration of the fact that Contributors have
previously received certain material confidential information of the Company and
OP and in consideration of certain other matters.
(a) Subject to the provisions of Section 7(b) below, Contributors
agree that from the date of this Agreement, unless Contributors shall have
been specifically invited in writing by the Company or OP, neither
Contributors nor any of their affiliates (as such term is defined under the
Securities Exchange Act of 1934, as amended (the A1934 Act@)) or their
directors, trustees, officers, employees, agents, consultants, advisors, or
other representatives including legal counsel, accountants and financial
advisors (ARepresentatives@) will in any manner, directly or indirectly,
(1) effect or seek, offer or propose (whether publicly or otherwise) to
effect, or cause or participate in or in any way assist any other person to
effect or seek, offer or propose (whether publicly or otherwise) to effect
or participate in, (i) any acquisition of any securities (or beneficial
ownership thereof) or assets of the Company, OP or any of their
subsidiaries; (ii) any tender or exchange offer, merger or other business
combination involving the Company, OP or any of their subsidiaries,; (iii)
any recapitalization, restructuring, liquidation, dissolution or other
extraordinary transaction with respect to the Company, OP or any of their
subsidiaries; or (iv) any Asolicitation@ of Aproxies@ (as such terms are
used in the proxy rules of the Securities and Exchange Commission) or
consents to vote any voting securities of the Company; (2) form, join or in
any way participate in a Agroup@ (as defined under the 0000 Xxx) for any of
the purposes set forth in Section 7(a)(1) above; (3) otherwise act, alone
or in concert with others, to seek to control or influence the management,
Board of Directors or policies of the Company, OP or
2
any of their subsidiaries; (4) take any action which might force the
Company to make a public announcement regarding any of the types of matters
set forth in Section 7(a)(1) above; or (5) enter into any discussions or
arrangements with any third party with respect to any of the foregoing.
Contributors and their affiliates and Representatives also agree not to
initiate a request to the Company (or its directors, trustees, officers,
employees or agents), directly or indirectly, to amend or waive any
provisions of this section (including this sentence).
(b) Notwithstanding the provisions of Section 7(a) above:
(i) (A) If the Company or OP determines to sell all or
substantially all of its real properties (the APortfolio@) in a
Portfolio transaction (either by way of auction, direct sale or
otherwise) and (B) the Company and OP determine to accept a bid for
the Portfolio that would, in the reasonable, good faith judgment of
the Company, result in its shareholders (and holders of the OP=s
operating partnership units (AOP Units@)) receiving less than $11.40
per share/OP Unit (on a fully diluted basis) in net liquidation
proceeds (after (x) addition for proceeds from the sale or liquidation
of the Company=s or OP=s other assets and (y) deduction for all
liquidation expenses, fees and other costs, including, without
limitation, any amounts payable to the Company=s outside advisors and
property manager), the Company shall permit the Contributors or any of
them to submit a bid to acquire the Portfolio prior to entering into a
written agreement (i.e. non-binding term sheet, binding agreement, or
otherwise) with a bidder and the Company shall have an affirmative
good faith obligation, consistent with applicable fiduciary duties, to
give due consideration to such bid of Contributors or any of them.
Contributors or any of them shall have ten (10) business days to
submit its bid in accordance with the same procedures (other than
timing) established with respect to all other bidders.
(ii) If the Company or OP determines to sell one or more
properties in the Portfolio individually, Contributors or any of them
may submit bids to acquire such properties, and the Company shall have
an affirmative good faith obligation, consistent with applicable
fiduciary duties, to give due consideration to such bids of
Contributors or any of them.
(iii) Nothing herein shall obligate the Company or OP to accept
the Contributor=s bid nor require it to enter into negotiations with
respect to such bid with the Contributors.
(iv) In the case of either Section 7(b)(i) or (ii) above, the
Company shall deliver to the Contributors the same information at the
same time delivered to the other bidders about the Company, OP and
their subsidiaries and the applicable properties.
(c) Contributors and their affiliates hereby represent that they do
not directly or indirectly own any shares of stock of the Company or any limited
partnership interests in the OP.
3
8. ENTIRE AGREEMENT. This Agreement reflects the complete agreement of
the Parties with respect to all matters pertaining to the termination of the
Contribution Agreement and supersedes any and all prior agreements,
understandings, oral or written, among the Parties pertaining to the subject
matter hereof.
9. REVIEW BY COUNSEL. The Parties hereto represent and warrant that they
(i) have carefully read this Agreement and know and understand this Agreement=s
contents completely, (ii) have had adequate opportunity to be represented and
advised by an attorney of their choice and fully understand their right to
discuss all aspects of this Agreement with such attorney, (iii) are executing
this Agreement of their own free will, act and deed, without being induced to do
so in any way by any of the other Parties, (iv) did not rely, in making this
Agreement, on any statement or representation by any of the persons or entities
that are being released by this Agreement, or by any persons representing those
persons or entities, other than as expressly stated in this Agreement, and (v)
have not sold, assigned, transferred, conveyed or otherwise disposed of any or
all of the obligations, claims, demands, losses, damages, causes of action,
rights of action or other liabilities, whether known or unknown, past or
present, terminated or released by this Agreement.
10. AMENDMENT. This Agreement shall not be modified except by further
written agreement among the Parties and only as such written instrument clearly
specifies its intent to amend, modify, or change this Agreement.
11. BINDING EFFECT. It is understood and agreed that this Agreement shall
be binding upon and inure to the benefit of all of the Parties and their
respective beneficiaries, heirs, shareholders, directors, officers, partners,
members, managers, trustees, subsidiaries, beneficial owners, employees, agents,
representatives, successors and assigns. The undersigned agree and warrant that
the covenants made in this Agreement shall survive the execution of this
Agreement and shall be the continuing covenants of the undersigned.
12. CONFIDENTIALITY. The Parties agree that any information provided to or
obtained by a Party in connection with the transactions contemplated by the
Contribution Agreement or obtained by a Party from its examinations and
inspections will be kept confidential by it and its affiliates, agents, advisors
and employees except to the extent that such information is required to be
disclosed by law or during the course of any litigation, hearing or other legal
proceeding. The Parties agree that no press release or other public announcement
of this Agreement or the contents hereof will be issued or made except that,
upon the execution and delivery of this Agreement and POB's receipt of the
Termination Payment, the Company and Contributors shall jointly issue a press
release in the form attached hereto as EXHIBIT B.
13. RECITALS. The recitals made herein are incorporated into this
Agreement in their entirety as if set forth verbatim in the body of this
Agreement.
14. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the internal laws (and not the laws of conflicts) of the State
of New York, applicable to contracts executed and performed entirely in such
jurisdiction.
4
15. ATTORNEYS' FEES. Should any Party employ an attorney or attorneys to
enforce any of the provisions hereof or to protect its interest in any manner
arising under or relating to this Agreement, or to recover damages for breach of
this Agreement, the non-prevailing Party or Parties in any action pursued in a
court of competent jurisdiction (the finality of which is not legally contested)
agree(s) to pay, jointly or severally, to the prevailing Party or Parties all
reasonable costs, damages, and expenses, including attorneys' fees, expended or
incurred in connection therewith.
16. COUNTERPARTS. This Agreement may be executed in one or more
counterparts (including by facsimile transmission), all of which shall be
considered one and the same agreement and shall become effective when one or
more counterparts have been signed by all of the parties hereto and delivered to
the other parties; it being hereby understood that all parties need not sign the
same counterpart.
[Signatures on following pages numbered S-1 through S-42.]
5
IN WITNESS WHEREOF, Contributors, the Company and OP have caused this
Agreement to be executed and delivered by their respective officers thereunto
duly authorized, all as of the date first written above.
AEGIS REALTY, INC.,
a Maryland corporation
By: /s/ Xxxxxx X. Xxxxxx
--------------------
Name: Xxxxxx X. Xxxxxx
--------------------
Title:President
--------------------
AEGIS REALTY OPERATING PARTNERSHIP, L.P.,
a Delaware limited partnership
By: Aegis Realty, Inc., a Maryland corporation,
its general partner
By: /s/ Xxxxxx X. Xxxxxx
--------------------
Name: Xxxxxx X. Xxxxxx
--------------------
Title: President
--------------------
S-1
Contributors of 100% interest in P O=B. Apollo Florida, L.P. (owns River Run,
Apopka, FL and Piedmont Plaza, Mirimar, FL):
AP-GP POB IV LLC,
a Delaware limited liability company
By: Kronus Property IV, Inc., a Delaware
corporation, its manager
By: /s/ Xxxxxxx Xxxx
----------------
Name: Xxxxxxx Xxxx
----------------
Title: Vice President
----------------
P. 0=B. Capital Partners IV, L.P.,
a Texas limited partnership
By: P. 0=B. Operating Partners IV, L.P.,
a Texas limited partnership, its general
partner
By: Xxxxxxxxxx Operating Partners IV, Inc.,
a Texas corporation, its general
partner
By: /s/ Xxxxxx Xxxxxxxxxx
---------------------
Name: Xxxxxx Xxxxxxxxxx
---------------------
Title: President
---------------------
Apollo Real Estate Investment Fund IV, L.P.,
a Delaware limited partnership
By: Apollo Real Estate Advisors IV, L.P.,
its managing general partner
By: Apollo Real Estate Capital Advisors
IV, Inc., its general partner
By: /s/ Xxxxxxx Xxxx
----------------
Name: Xxxxxxx Xxxx
----------------
Title: Vice President
----------------
S-2
Contributors of Sonora, Sonora, CA:
P O=B. Apollo Sonora, L.P.,
a Delaware limited partnership
By: AP Sonora, LLC, a Delaware limited liability
company, its general partner
By: Kronus Property IV, Inc., a Delaware
corporation, its manager
By: /s/ Xxxxxxx Xxxx
----------------
Name: Xxxxxxx Xxxx
----------------
Title: Vice President
----------------
By: P. O=B. Capital Sonora, LLC, a Delaware
limited liability company, its general
partner
By: P. O'B. Capital Partners IV,
L.P., a Texas limited partnership, its
sole member
By: P. O'B. Operating
Partners, IV, L.P., a
Texas limited partnership, its
general partner
By: Xxxxxxxxxx Operating
Partners IV, Inc., a Texas
corporation, its
general partner
By: /s/ Xxxxxx Xxxxxxxxxx
--------------------
Name: Xxxxxx Xxxxxxxxxx
--------------------
Title: President
--------------------
S-3
CONSENTED TO BY:
Apollo Real Estate Investment Fund IV, L.P.,
a Delaware limited partnership, its limited
partner
By: Apollo Real Estate Advisors IV, L.P.,
its general partner
By: Apollo Real Estate Capital
Advisors IV, Inc., its general
partner
By: /s/ Xxxxxxx Xxxx
----------------
Name: Xxxxxxx Xxxx
----------------
Title: Vice President
----------------
S-4
Contributors of Country Hills Plaza, Ogden, UT:
P O=B. Apollo Xxxxx, X.X.,
a Delaware limited partnership
By: AP-XX Xxxxx LLC, a Delaware
limited liability company, its
general partner
By: Kronus Property, Inc., its manager
By: /s/ Xxxxxxx Xxxx
----------------
Name: Xxxxxxx Xxxx
----------------
Title: Vice President
----------------
By: P. O=B. Capital Partners I, L.P., a Texas
limited partnership, its general partner and
a limited partner
By: P. O=B. Operating Partners I, L.P., a
Texas limited partnership, its general
partner
By: Xxxxxxxxxx Operating
Partners, Inc., a Texas
corporation, its general partner
By: /s/ Xxxxxx Xxxxxxxxxx
---------------------
Name: Xxxxxx Xxxxxxxxxx
---------------------
Title: President
---------------------
S-5
CONSENTED TO BY:
Apollo Real Estate Investment Fund II, L.P.,
a Delaware limited partnership, its limited
partner
By: Apollo Real Estate Advisors II, L.P.,
its managing general partner
By: Apollo Real Estate Capital
Advisors II, Inc., its general
partner
By: /s/ Xxxxxxx Xxxx
----------------
Name: Xxxxxxx Xxxx
----------------
Title: Vice President
----------------
S-6
Contributors of Marketplace Shopping Center, Independence, MO:
P O=B. Apollo Independence, L.P.,
a Delaware limited partnership
By: AP-XX Xxxxx LLC, a Delaware limited
liability company, its general partner
By: Kronus Property, Inc., its manager
By: /s/ Xxxxxxx Xxxx
----------------
Name: Xxxxxxx Xxxx
----------------
Title: Vice President
----------------
By: P. 0=B. Capital Partners I, L.P., a Texas
limited partnership, its general partner and
a limited partner
By: P. 0=B. Operating Partners I, L.P., a
Texas limited partnership, its general
partner
By: Xxxxxxxxxx Operating
Partners, Inc., a Texas
corporation, its general partner
By: /s/ Xxxxxx Xxxxxxxxxx
---------------------
Name: Xxxxxx Xxxxxxxxxx
---------------------
Title: President
---------------------
S-7
CONSENTED TO BY:
Apollo Real Estate Investment Fund II, L.P.,
a Delaware limited partnership, its limited
partner
By: Apollo Real Estate Advisors II, L.P.,
its managing general partner
By: Apollo Real Estate Capital
Advisors II, Inc., its general
partner
By: /s/ Xxxxxxx Xxxx
----------------
Name: Xxxxxxx Xxxx
----------------
Title: Vice President
----------------
X-0
Xxxxxxxxxxxx xx Xxxxxxxx/Xxxxxx Xxxxx, Xxxxxx, XX:
P O=B. Apollo S/A, L.P.,
a Delaware limited partnership
By: AP-GP POB III LLC, a Delaware limited
liability company, its general partner
By: Kronus Property III, Inc., its manager
By: /s/ Xxxxxxx Xxxx
----------------
Name: Xxxxxxx Xxxx
----------------
Title: Vice President
----------------
By: P. 0=B. Capital Partners I, L.P., a Texas
limited partnership, its general partner and
a limited partner
By: P. 0=B. Operating Partners I, L.P., a
Texas limited partnership, its general
partner
By: Xxxxxxxxxx Operating
Partners, Inc., a Texas
corporation, its general partner
By: /s/ Xxxxxx Xxxxxxxxxx
---------------------
Name: Xxxxxx Xxxxxxxxxx
---------------------
Title: President
---------------------
S-9
CONSENTED TO BY:
Apollo Real Estate Investment Fund III, L.P.,
a Delaware limited partnership, its limited
partner
By: Apollo Real Estate Advisors III, L.P.,
its managing general partner
By: Apollo Real Estate Capital
Advisors III, Inc., its general
partner
By: /s/ Xxxxxxx Xxxx
----------------
Name: Xxxxxxx Xxxx
----------------
Title: Vice President
----------------
X-00
Xxxxxxxxxxxx xx Xxxxx Xxxx, Xxxxxx, XX:
P O=B. Apollo P/R, L.P.,
a Delaware limited partnership
By: AP-GP POB III LLC, a Delaware limited
liability company, its general partner
By: Kronus Property III, Inc., its manager
By: /s/ Xxxxxxx Xxxx
----------------
Name: Xxxxxxx Xxxx
----------------
Title: Vice President
----------------
By: P. 0=B. Capital Partners I, L.P., a Texas
limited partnership, its general partner and
a limited partner
By: P. O=B. Operating Partners I, L.P., a
Texas limited partnership, its general
partner
By: Xxxxxxxxxx Operating
Partners, Inc., a Texas
corporation, its general partner
By: /s/ Xxxxxx Xxxxxxxxxx
---------------------
Name: Xxxxxx Xxxxxxxxxx
---------------------
Title: President
---------------------
S-11
CONSENTED TO BY:
Apollo Real Estate Investment Fund III, L.P.,
a Delaware limited partnership, its limited
partner
By: Apollo Real Estate Advisors III, L.P.,
its managing general partner
By: Apollo Real Estate Capital
Advisors III, Inc., its general
partner
By: /s/ Xxxxxxx Xxxx
----------------
Name: Xxxxxxx Xxxx
----------------
Title: Vice President
----------------
X-00
Xxxxxxxxxxxx xx Xxxxx Xxxxxx Xxxxx, Xxxxx, XX:
P O=B. Apollo Pasco, L.P.,
a Delaware limited partnership
By: AP-XX Xxxxx LLC, a Delaware limited
liability company, its general partner
By: Kronus Property, Inc., its manager
By: /s/ Xxxxxxx Xxxx
----------------
Name: Xxxxxxx Xxxx
----------------
Title: Vice President
----------------
By: P. O=B. Capital Partners I, L.P., a Texas
limited partnership, its general partner and
a limited partner
By: P. O=B. Operating Partners I, L.P., a
Texas limited partnership, its general
partner
By: Xxxxxxxxxx Operating
Partners, Inc., a Texas
corporation, its general partner
By: /s/ Xxxxxx Xxxxxxxxxx
---------------------
Name: Xxxxxx Xxxxxxxxxx
---------------------
Title: President
---------------------
S-13
CONSENTED TO BY:
Apollo Real Estate Investment Fund II, L.P.,
a Delaware limited partnership, its limited
partner
By: Apollo Real Estate Advisors II, L.P.,
its managing general partner
By: Apollo Real Estate Capital
Advisors II, Inc., its general
partner
By: /s/ Xxxxxxx Xxxx
----------------
Name: Xxxxxxx Xxxx
----------------
Title: Vice President
----------------
S-14
Contributors of Cheyenne - Hobby Lobby, Cheyenne, WY:
P O=B. Apollo Cheyenne, L.P.,
a Delaware limited partnership
By: AP-GP POB III LLC, a Delaware limited
liability company, its general partner
By: Kronus Property III, Inc., its manager
By: /s/ Xxxxxxx Xxxx
----------------
Name: Xxxxxxx Xxxx
----------------
Title: Vice President
----------------
By: P. 0=B. Capital Partners III, L.P., a Texas
limited partnership, its general partner and
a limited partner
By: P. 0=B. Operating Partners III, L.P., a
Texas limited partnership, its general
partner
By: Xxxxxxxxxx Operating
Partners III, Inc.,
a Texas corporation,
its general partner
By: /s/Xxxxxx Xxxxxxxxxx
--------------------
Name: Xxxxxx Xxxxxxxxxx
--------------------
Title: President
--------------------
S-15
CONSENTED TO BY:
Apollo Real Estate Investment Fund III, L.P.,
a Delaware limited partnership, its limited
partner
By: Apollo Real Estate Advisors III, L.P.,
its managing general partner
By: Apollo Real Estate Capital
Advisors III, Inc., its general
partner
By: /s/ Xxxxxxx Xxxx
----------------
Name: Xxxxxxx Xxxx
----------------
Title: Vice President
----------------
X-00
Xxxxxxxxxxxx xx Xxxxxx Xxxxx, Xxxxxx, XX:
P O=B. Apollo Tacoma, L.P.,
a Delaware limited partnership
By: AP-GP POB III LLC, a Delaware limited
liability company, its general partner
By: Kronus Property III, Inc., its manager
By: /s/ Xxxxxxx Xxxx
----------------
Name: Xxxxxxx Xxxx
----------------
Title: Vice President
----------------
By: P. O=B. Capital Partners I, L.P., a Texas
limited partnership, its general partner and
a limited partner
By: P. 0=B. Operating Partners I, L.P., a
Texas limited partnership, its general
partner
By: Xxxxxxxxxx Operating
Partners, Inc., a
Texas corporation,
its general partner
By: /s/ Xxxxxx Xxxxxxxxxx
---------------------
Name: Xxxxxx Xxxxxxxxxx
---------------------
Title: President
---------------------
S-17
CONSENTED TO BY:
Apollo Real Estate Investment Fund III, L.P.,
a Delaware limited partnership, its limited
partner
By: Apollo Real Estate Advisors III, L.P.,
its managing general partner
By: Apollo Real Estate Capital
Advisors III, Inc., its general
partner
By: /s/ Xxxxxxx Xxxx
----------------
Name: Xxxxxxx Xxxx
----------------
Title: Vice President
----------------
X-00
Xxxxxxxxxxxx xx Xxxxxx Xxxxx Xxx, Xxxxxx, XX:
P O=B. Apollo Tacoma Pad, L.P.,
a Delaware limited partnership
By: AP-GP POB III LLC, a Delaware limited
liability company, its general partner
By: Kronus Property III, Inc., its manager
By: /s/ Xxxxxxx Xxxx
----------------
Name: Xxxxxxx Xxxx
----------------
Title: Vice President
----------------
By: P. 0=B. Capital Partners I, L.P., a Texas
limited partnership, its general partner and
a limited partner
By: P. 0=B. Operating Partners I, L.P., a
Texas limited partnership, its general
partner
By: Xxxxxxxxxx Operating
Partners, Inc., a
Texas corporation,
its general partner
By: /s/ Xxxxxx Xxxxxxxxxx
---------------------
Name: Xxxxxx Xxxxxxxxxx
---------------------
Title: President
---------------------
S-19
CONSENTED TO BY:
Apollo Real Estate Investment Fund III, L.P.,
a Delaware limited partnership, its limited
partner
By: Apollo Real Estate Advisors III, L.P.,
its general partner
By: Apollo Real Estate Capital
Advisors III, Inc., its general
partner
By: /s/ Xxxxxxx Xxxx
----------------
Name: Xxxxxxx Xxxx
----------------
Title: Vice President
----------------
S-20
Contributors of San Mar Village, San Marcos, TX:
P O=B. Apollo San Marcos, L.P.,
a Delaware limited partnership
By: AP-GP POB III LLC, a Delaware limited
liability company, its general partner
By: Kronus Property III, Inc., its manager
By: /s/ Xxxxxxx Xxxx
----------------
Name: Xxxxxxx Xxxx
----------------
Title: Vice President
----------------
By: P. 0=B. Capital Partners III, L.P., a Texas
limited partnership, its general partner and
a limited partner
By: P. 0=B. Operating Partners III, L.P., a
Texas limited partnership, its general
partner
By: Xxxxxxxxxx Operating
Partners III, Inc.,
a Texas corporation,
its general partner
By: /s/ Xxxxxx Xxxxxxxxxx
---------------------
Name: Xxxxxx Xxxxxxxxxx
---------------------
Title: President
---------------------
S-21
CONSENTED TO BY:
Apollo Real Estate Investment Fund III, L.P.,
a Delaware limited partnership, its limited
partner
By: Apollo Real Estate Advisors III, L.P.,
its general partner
By: Apollo Real Estate Capital
Advisors III, L.P., its general
partner
By: /s/ Xxxxxxx Xxxx
----------------
Name: Xxxxxxx Xxxx
----------------
Title: Vice President
----------------
X-00
Xxxxxxxxxxxx xx Xxxxxxxxx Xxxxxx, Xxxxxxxxx, XX:
P O=B. Apollo Highlands, L.P.,
a Delaware limited partnership
By: AP-GP POB III LLC, a Delaware limited
liability company, its general partner
By: Kronus Property III, Inc., its manager
By: /s/ Xxxxxxx Xxxx
----------------
Name: Xxxxxxx Xxxx
----------------
Title: Vice President
----------------
By: P. O=B. Capital Partners III, L.P., a Texas
limited partnership, its general partner and
a limited partner
By: P. 0=B. Operating Partners III, L.P., a
Texas limited partnership, its general
partner
By: Xxxxxxxxxx Operating
Partners III, Inc.,
a Texas corporation,
its general partner
By: /s/ Xxxxxx Xxxxxxxxxx
---------------------
Name: Xxxxxx Xxxxxxxxxx
---------------------
Title: President
---------------------
S-23
CONSENTED TO BY:
Apollo Real Estate Investment Fund III, L.P.,
a Delaware limited partnership, its limited
partner
By: Apollo Real Estate Advisors III, L.P.,
its general partner
By: Apollo Real Estate Capital
Advisors III, Inc., its general
partner
By: /s/ Xxxxxxx Xxxx
----------------
Name: Xxxxxxx Xxxx
----------------
Title: Vice President
----------------
S-24
Contributors of Xxxxxxxx Xxxx Xxxx, Xxxxxxx, XX:
P O=B. Apollo Franklin Park, L.P.,
a Delaware limited partnership
By: AP-GP POB III LLC, a Delaware limited
liability company, its general partner
By: Kronus Property III, Inc., its manager
By: /s/ Xxxxxxx Xxxx
----------------
Name: Xxxxxxx Xxxx
----------------
Title: Vice President
----------------
By: P. O=B. Capital Partners III, L.P., a Texas
limited partnership, its general partner and
a limited partner
By: P. 0=B. Operating Partners III, L.P., a
Texas limited partnership, its general
partner
By: Xxxxxxxxxx Operating
Partners III, Inc.,
a Texas corporation,
its general partner
By: /s/ Xxxxxx Xxxxxxxxxx
---------------------
Name: Xxxxxx Xxxxxxxxxx
---------------------
Title: President
---------------------
S-25
CONSENTED TO BY:
Apollo Real Estate Investment Fund III, L.P.,
a Delaware limited partnership, its limited
partner
By: Apollo Real Estate Advisors III, L.P.,
its general partner
By: Apollo Real Estate Capital Advisors
III, Inc., its general partner
By: /s/ Xxxxxxx Xxxx
----------------
Name: Xxxxxxx Xxxx
----------------
Title: Vice President
----------------
X-00
Xxxxxxxxxxxx xx Xxxxxxxx, Xxxxx Xx, XX:
P O=B. Apollo Sante Fe, L.P.,
a Delaware limited partnership
By: AP-GP Century, LLC, a Delaware limited
liability company, its general partner
By: AP Century IV Operating Corporation,
a Delaware corporation, its manager
By: /s/ Xxxxxx Xxxxx
----------------
Name: Xxxxxx Xxxxx
----------------
Title: Vice President
----------------
By: P. 0=B. Capital Partners III, L.P., a Texas
limited partnership, its general partner and
a limited partner
By: P. 0=B. Operating Partners III, L.P., a
Texas limited partnership, its general
partner
By: Xxxxxxxxxx Operating
Partners III, Inc.,
a Texas corporation,
its general partner
By: /s/ Xxxxxx Xxxxxxxxxx
---------------------
Name: Xxxxxx Xxxxxxxxxx
---------------------
Title: President
---------------------
S-27
CONSENTED TO BY:
AP Century I, L.P.,
a Delaware limited partnership, its limited
partner
By: AP-GP Century, LLC, a Delaware
limited liability company, its
managing general partner
By: AP Century IV Operating
Corporation, a Delaware
corporation, its manager
By: /s/ Xxxxxx Xxxxx
----------------
Name: Xxxxxx Xxxxx
----------------
Title: Vice President
----------------
X-00
Xxxxxxxxxxxx xx Xxxxxxxxxx Xxxxx, Xxxxxxx, XX:
P. O=B. Apollo Lincoln, L.P.,
a Delaware limited partnership
By: AP-GP Century, LLC, a Delaware limited
liability company, its general partner
By: AP Century IV Operating Corporation,
a Delaware corporation, its manager
By: /s/ Xxxxxx Xxxxx
----------------
Name: Xxxxxx Xxxxx
----------------
Title: Vice President
----------------
By: P. 0=B. Capital Partners III, L.P., a Texas
limited partnership, its general partner and
a limited partner
By: P. 0=B. Operating Partners III, L.P., a
Texas limited partnership, its general
partner
By: Xxxxxxxxxx Operating
Partners III, Inc.,
a Texas corporation,
its general partner
By: /s/ Xxxxxx Xxxxxxxxxx
---------------------
Name: Xxxxxx Xxxxxxxxxx
---------------------
Title: President
---------------------
S-29
CONSENTED TO BY:
AP Century I, L.P.,
a Delaware limited partnership, its limited
partner
By: AP-GP Century, LLC, a Delaware
limited liability company, its
managing general partner
By: AP Century IV Operating
Corporation, a Delaware
corporation, its manager
By: /s/ Xxxxxx Xxxxx
----------------
Name: Xxxxxx Xxxxx
----------------
Title: Vice President
----------------
X-00
Xxxxxxxxxxxx xx Xxxxxxxxxx Xxxxx, Xxxxxxxx, XX:
P. 0=B. Apollo Richland, L.P.,
a Delaware limited partnership
By: AP-GP Century, LLC, a Delaware limited
liability company, its general partner
By: AP Century IV Operating Corporation,
a Delaware corporation, its manager
By: /s/ Xxxxxx Xxxxx
----------------
Name: Xxxxxx Xxxxx
----------------
Title: Vice President
----------------
By: P. 0=B. Capital Partners III, L.P., a Texas
limited partnership, its general partner and
a limited partner
By: P. 0=B. Operating Partners III, L.P., a
Texas limited partnership, its general
partner
By: Xxxxxxxxxx Operating
Partners III, Inc.,
a Texas corporation,
its general partner
By: /s/ Xxxxxx Xxxxxxxxxx
---------------------
Name: Xxxxxx Xxxxxxxxxx
---------------------
Title: President
---------------------
S-31
CONSENTED TO BY:
AP Century I, L.P.,
a Delaware limited partnership, its limited
partner
By: AP-GP Century, LLC, a Delaware
limited liability company, its
managing partner
By: AP Century IV Operating
Corporation, a Delaware
corporation, its manager
By: /s/ Xxxxxx Xxxxx
----------------
Name: Xxxxxx Xxxxx
----------------
Title: Vice President
----------------
S-32
Contributors of Xxxxx Farm, Milwaukie, OR:
P. O=B. Apollo Xxxxx Farm, L.P.,
a Delaware limited partnership
By: AP-GP Century, LLC, a Delaware limited
liability company, its general partner
By: AP Century IV Operating Corporation,
a Delaware corporation, its manager
By: /s/ Xxxxxx Xxxxx
----------------
Name: Xxxxxx Xxxxx
----------------
Title: Vice President
----------------
By: P. 0=B. Capital Partners III, L.P., a Texas
limited partnership, its general partner and
a limited partner
By: P. 0=B. Operating Partners III, L.P., a
Texas limited partnership, its general
partner
By: Montgomery Operating
Partners III, Inc.,
a Texas corporation,
its general partner
By: /s/ Xxxxxx Xxxxxxxxxx
---------------------
Name: Xxxxxx Xxxxxxxxxx
---------------------
Title: President
---------------------
S-33
CONSENTED TO BY:
AP Century I, L.P.,
a Delaware limited partnership, its limited
partner
By: AP-GP Century, LLC, a Delaware
limited liability company, its
managing general partner
By: AP Century IV Operating
Corporation, a Delaware
corporation, its manager
By: /s/ Xxxxxx Xxxxx
----------------
Name: Xxxxxx Xxxxx
----------------
Title: Vice President
----------------
S-34
Contributors of Xxxxxxxxxx Xxxxx Xxxxxx, Xxxxxxxxxx, XX:
P. 0=B. Apollo LMPSF, L.P.,
a Delaware limited partnership
By: AP-GP Century, LLC, a Delaware limited
liability company, its general partner
By: AP Century IV Operating Corporation,
a Delaware corporation, its manager
By: /s/ Xxxxxx Xxxxx
----------------
Name: Xxxxxx Xxxxx
----------------
Title: Vice President
----------------
By: P. O=B. Capital Partners III, L.P., a Texas
limited partnership, its general partner and
a limited partner
By: P. O=B. Operating Partners III, L.P., a
Texas limited partnership, its general
partner
By: Montgomery Operating
Partners III, Inc.,
a Texas corporation,
its general partner
By: /s/ Xxxxxx Xxxxxxxxxx
---------------------
Name: Xxxxxx Xxxxxxxxxx
---------------------
Title: President
---------------------
S-35
CONSENTED TO BY:
AP Century I, L.P.,
a Delaware limited partnership, its limited
partner
By: AP-GP Century, LLC, a Delaware
limited liability company, its
managing general manager
By: AP Century IV Operating
Corporation, a Delaware
corporation, its manager
By: /s/ Xxxxxx Xxxxx
----------------
Name: Xxxxxx Xxxxx
----------------
Title: Vice President
----------------
X-00
Xxxxxxxxxxxx xx Xxxxxx Xxxxxxx, Xxxxxx, XX:
POB Odessa, L.P., a Texas limited partnership
By: POB Montgomery Development Corporation,
a Texas corporation, its general partner
By: /s/ Xxxxxx Xxxxxxxxxx
-------------------------
Xxxxxxx O=X.
Xxxxxxxxxx,III, President
CONSENTED TO BY:
/s/ Xxxxxx O'B Xxxxxxxxxx
--------------------------------------------
Xxxxxx O=X. Xxxxxxxxxx, III, Limited Partner
/s/ Xxxxxx Xxxxxxxxxx
--------------------------------------------
Xxxxxx Xxxxxxxxxx, Limited Partner
/s/ Xxxx Xxxxxxxxxx
--------------------------------------------
Will X. Xxxxxxxxxx, Limited Partner
/s/ Xxxxxx Xxxxxxxxxx
--------------------------------------------
Xxxxxx Xxxxxxxxxx, Limited Partner
/s/ Xxxxx Twist
--------------------------------------------
Xxxxx Twist, Limited Partner
/s/ Xxxxxxx Xxxxxxx Xxxxxx
--------------------------------------------
Xxxxxxx Xxxxxxx Xxxxxx, Limited Partner
/s/ Xxxxxx Xxxxxxx
--------------------------------------------
Xxxxxx Xxxxxxx, Limited Partner
/s/ Xxxxxxx Xxxxxx
--------------------------------------------
Xxxxxxx Xxxxxx, Xx., Limited Partner
S-37
Contributors of P. O=X. Xxxxxx Heights, L.P.*:
P. O=X. Xxxxxxxxxx Development Corporation,
a Texas corporation
By: /s/ Xxxxxx O'B Xxxxxxxxxx
---------------------------------------
Xxxxxxx O=X. Xxxxxxxxxx, III, President
Xxxxxx O'B Xxxxxxxxxx
--------------------------------------------
Xxxxxx O=X. Xxxxxxxxxx, III
/s/ Xxxxxx Xxxxxxxxxx
--------------------------------------------
Xxxxxx Xxxxxxxxxx
/s/ Xxxx Xxxxxxxxxx
--------------------------------------------
Will X. Xxxxxxxxxx
/s/ Xxxxxx Xxxxxxxxxx
--------------------------------------------
Xxxxxx Xxxxxxxxxx
/s/ Xxxxx Twist
--------------------------------------------
Xxxxx X. Twist
/s/ Xxxxxxx Xxxxxxx Xxxxxx
--------------------------------------------
Xxxxxxx Xxxxxxx Xxxxxx
/s/ Xxxxx Xxxxxx
--------------------------------------------
Xxxxx Xxxxxx
/s/ Xxxxxxx X. Xxxxxx
--------------------------------------------
Xxxxxxx X. Xxxxxx
S-38
Contributors of POB Monroe, L.P.* and P. O=B. Greenville, L.P.*:
P. O=X. Xxxxxxxxxx Development Corporation,
a Texas corporation
By: /s/ Xxxxxx O'B Xxxxxxxxxx
---------------------------------------------
Xxxxxxx O=X. Xxxxxxxxxx, III, President
/s/ Xxxxxx O'B Xxxxxxxxxx
--------------------------------------------------
Xxxxxx O=X. Xxxxxxxxxx, III
/s/ Xxxxxx Xxxxxxxxxx
--------------------------------------------------
Xxxxxx Xxxxxxxxxx
/s/ Will X. Xxxxxxxxxx
--------------------------------------------------
Will X. Xxxxxxxxxx
/s/ Xxxxxx Xxxxxxxxxx
--------------------------------------------------
Xxxxxx Xxxxxxxxxx
/s/ Xxxxx Twist
--------------------------------------------------
Xxxxx X. Twist
/s/ Xxxxxxx Xxxxxxx Xxxxxx
--------------------------------------------------
Xxxxxxx Xxxxxxx Xxxxxx
/s/ Xxxxxx Xxxxxxx
--------------------------------------------------
Xxxxxx Xxxxxxx
/s/ Xxxxxxx X. Xxxxxx
--------------------------------------------------
Xxxxxxx X. Xxxxxx
S-39
Contributor of general partner interest in Xxxxxx Crossing Limited Partnership*:
P O=B. Operating Partners II, L.P.,
a Texas limited partnership
By: P. 0=X. Xxxxxxxxxx Development
Corporation, a Texas corporation, its general
partner
By: /s/ Xxxxxx O'B Xxxxxxxxxx
----------------------------
Xxxxxxx O=X. Xxxxxxxxxx, III,
President
Contributors of general partner interest and 32a% limited partner interest in
POB Gallatin, L.P.*:
Montgomery MT Company, L.L.C.,
a Texas limited liability company
By: /s/ Xxxxxx Xxxxxxxxxx
---------------------
Name: /s/ Xxxxxx Xxxxxxxxxx
---------------------
Title: President
---------------------
POB Operating MT, L.P.,
a Texas limited partnership
By: Montgomery MT Company, LLC, a Texas
limited liability company, its general
partner
By: /s/ Xxxxxx Xxxxxxxxxx
---------------------
Name: Xxxxxx Xxxxxxxxxx
---------------------
Title: President
---------------------
S-40
Contributor of 49.5% limited partner interest in POB Missoula, L.P.*:
Missoula Operating Partners, L.P.,
a Texas limited partnership
By: Missoula POB, Inc., a Texas corporation, its
general partner
By: /s/ Xxxxxx Xxxxxxxxxx
---------------------
Name: Xxxxxx Xxxxxxxxxx
---------------------
Title: President
---------------------
CONSENTED TO BY:
Missoula Co GP, Inc., a Texas corporation
By: /s/ Xxxxxx Xxxxxxxxxx
-------------------------------------
Xxxxxx O'B Xxxxxxxxxx, III, President
Contributor of 50.0% of the Common Stock of Missoula CO GP, Inc.*:
/s/ Xxxxxx O'B Xxxxxxxxxx
-----------------------------------------------
Xxxxxx O=X. Xxxxxxxxxx, III
Contributor of general partner interest in Ohio/121 Limited Partnership*:
P. O=B. Ohio, L.P.
a Texas limited partnership
By: P. 0=X. Xxxxxxxxxx Development
Corporation, a Texas corporation, its general
partner
By: /s/ Xxxxxx O'B Xxxxxxxxxx
-------------------------------------
Xxxxxxx O=X. Xxxxxxxxxx, III,
President
S-41
Contributors of 100.0% of the Common Stock of P. O=X. Xxxxxxxxxx & Company*:
/s/ Xxxxxx O'X. Xxxxxxxxxx
-------------------------------------
Xxxxxx O=X. Xxxxxxxxxx, III
/s/ Xxxxxx Xxxxxxxxxx
-------------------------------------
Xxxxxx Xxxxxxxxxx
/s/ Xxxx Xxxxxxxxxx
-------------------------------------
Will X. Xxxxxxxxxx
/s/ Xxxxxx Xxxxxxxxxx
-------------------------------------
Xxxxxx Xxxxxxxxxx
S-42
EXHIBIT A
Wire Transfer Instructions
S-43
EXHIBIT B
Joint Press Release
S-44
