JOINT FILING AND SOLICITATION AGREEMENT
Exhibit
7
This
Joint Filing and Solicitation Agreement (this "Agreement") is made as of
January
28, 2008, by and between Arbor Realty Trust, Inc. ("Arbor"), a Maryland
corporation, Xxxx Xxxxxxxx and Xxxxx X. Xxxxx, Xxxx Xx Xxxx,
Xxxxx X.
Xxxxxxx, Xxxx X. Xxxxxx, Xxxxxx X. Xxxx, Xxxxxx X. Xxxxxxxx and Xxxxxxx X.
Xxxxx (the "Nominees").
RECITALS
WHEREAS,
certain of the undersigned are stockholders, direct or beneficial, of CBRE
Realty Finance, Inc., a Maryland corporation (the "Company"); and
WHEREAS,
Arbor and the Nominees wish to form a group for the purpose of seeking
representation on the Board of Directors of the Company at the 2008 annual
meeting of stockholders of the Company, or any other meeting of stockholders
held in lieu thereof, and any adjournments, postponements, reschedulings
or
continuations thereof (the "2008 Annual Meeting") and for the purpose of
taking
all other action necessary to achieve the foregoing.
AGREEMENT
NOW,
THEREFORE, in consideration of the foregoing, the mutual covenants and
agreements herein, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto, intending
to be legally bound, agree as follows:
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1.
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In
accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange
Act of
1934, as amended (the "Exchange Act"), each of the undersigned
(collectively, the "Group") agrees to the joint filing on behalf
of each
of them of statements on Schedule 13D, and any amendments thereto,
with
respect to the securities of the Company. Each member of the Group
shall
be responsible for the accuracy and completeness of his/its own
disclosure
therein, and is not responsible for the accuracy and completeness
of the
information concerning the other members, unless such member knows
or has
reason to know that such information is inaccurate. Arbor or
its representative shall provide each member of the Group with
copies of
all Schedule 13D filings and other public filings to be filed on
behalf of
such member prior to the filing or submission
thereof.
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2.
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So
long as this agreement is in effect, each of the undersigned shall
provide
written notice to Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP ("Skadden")
of (i) any of their purchases or sales of securities of the Company;
or
(ii) any securities of the Company over which they acquire or dispose
of
beneficial ownership. Notice shall be given no later than
three (3) business days prior to each such
transaction.
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3.
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Each
of the undersigned agrees to form the Group for the purpose of
soliciting
proxies or written consents for the election of the persons nominated
by
the Group to the Board of Directors of the Company at the 2008
Annual
Meeting and for the purpose of taking all other actions incidental
to the
foregoing.
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4.
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Arbor
shall have the right to pre-approve all expenses incurred in connection
with the Group's activities and agrees to pay directly all such
pre-approved expenses.
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5.
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Each
of the undersigned agrees that any SEC filing, press release or
stockholder communication proposed to be made or issued by the
Group or
any member of the Group in connection with the Group's activities
shall be
first approved by Arbor, or its
representatives.
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6.
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The
relationship of the parties hereto shall be limited to carrying
on the
business of the Group in accordance with the terms of this
Agreement. Such relationship shall be construed and deemed to
be for the sole and limited purpose of carrying on such business
as
described herein. Nothing herein shall be construed to
authorize any party to act as an agent for any other party, or
to create a
joint venture or partnership, or to constitute an
indemnification. Nothing herein shall restrict any party's
right to sell securities of the Company, as he/it deems appropriate,
in
his/its sole discretion, provided that all such sales are made
in
compliance with all applicable securities laws. In no event
shall any party purchase any securities of the Company without
Arbor’s
prior written consent.
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7.
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This
Agreement may be executed in counterparts, each of which shall
be deemed
an original and all of which, taken together, shall constitute
but one and
the same instrument, which may be sufficiently evidenced by one
counterpart.
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8.
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This
Agreement shall be governed by and construed by and enforced in
accordance
with the laws of the State of New York applicable to contracts
to be
performed in such state without giving effect to the principles
of
conflicts of law thereof or of any other
jurisdiction.
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9.
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10.
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Each
of the undersigned parties hereby agrees that this Agreement shall
be
filed as an exhibit to a Schedule 13D pursuant to Rule 13d-1(k)(1)(iii)
under the Exchange Act.
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[Signature
Page Follows]
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as
of the day and year first above written.
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ARBOR
REALTY TRUST, INC.
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| /s/ Xxxx Xxxxxxx | ||
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Name:
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Xxxx
Xxxxxxx
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Title:
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Chief
Executive Officer
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XXXX
XXXXXXX
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| /s/ Xxxx Xxxxxxx | ||
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Name:
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Xxxx
Xxxxxxx
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/s/
Xxxx
Xxxxxx
Xxxx
Xxxxxx
As
attorney-in-fact for Xxxxx X.
Xxxxx, Xxxx Xx Xxxx, Xxxxx X. Xxxxxxx, Xxxx X. Xxxxxx, Xxxxxx X. Xxxx, Xxxxxx
X.
Xxxxxxxx and Xxxxxxx X. Xxxxx
