VOTING AGREEMENT
Voting Agreement (this "AGREEMENT") made this ______ day of ___________
between Xxxxxx X. Xxxxxxx ("RST") and Xxxx Xxxxxxx, Xx. and Xxxxx Xxxxxxx, the
Xxxxxx Xxxxxxx Xxxxxxxxxxx Irrevocable Trust, U/A dated 12/22/92, the Xxxxxx
Xxxxxxx Irrevocable Trust, U/A dated 12/22/92, the Paige Xxxxxxxxx Xxxxxxx
Irrevocable Trust, U/A dated 12/22/92 and the Xxxx Xxxxxxx, III Irrevocable
Trust, U/A dated 12/22/92 (collectively the "XXXXXXX SHAREHOLDERS").
WITNESSETH
WHEREAS, RST is the record and beneficial owner of 5,295 shares of the
Series B Preferred Stock of Taubman Centers, Inc. (the "COMPANY"); and
WHEREAS, Xxxx and Xxxxx Xxxxxxx are the record and beneficial owners of
251,260 shares of Common Stock of the Company (the "COMMON STOCK"); Xxxxxx
Xxxxxxx Xxxxxxx is the record and beneficial owner of 10,835 shares of Common
Stock; Xxxxxx Xxxxxxx is the record and beneficial owner of 10,535 shares of
Common Stock; Xxxxx Xxxxxxx is the record and beneficial owner of 10,509 shares
of Common Stock; and Xxxx Xxxxxxx, III is the record and beneficial owner of
10,485 shares of Common Stock.
WHEREAS, the Xxxxxxx Shareholders are collectively the record and
beneficial owners of 293,624 shares of Common Stock (the "XXXXXXX SHARES"); and
WHEREAS, RST and the Xxxxxxx Shareholders desire to enter into a Voting
Agreement pursuant to, and in accordance with, ss. 461 of the Michigan Business
Corporation Act.
NOW, THEREFORE, in consideration of and reliance upon the recitals and the
covenants contained herein and for other good and valuable consideration, the
parties hereto intending to be legally bound, agree as follows:
1. The Xxxxxxx Shareholders hereby confer upon RST the sole and absolute
right to vote the Xxxxxxx Shares on any and all matters that come before the
shareholders of the Company.
2. This Agreement shall expire one year from the date of this Agreement
(the "TERM").
3. This Agreement shall be deemed to constitute an irrevocable proxy from
the Xxxxxxx Shareholders to RST pursuant to ss. 422(e) of the Michigan Business
Corporation Act.
4. (a) If at any time, and from time to time, during the Term, any of the
Xxxxxxx Shareholders choose to dispose of any of the Xxxxxxx Shares, the Xxxxxxx
Shareholders (or the applicable Xxxxxxx Shareholder(s)) shall first notify RST
in writing (the "NOTICE") setting forth the number of Xxxxxxx Shares they intend
to sell (the "OFFERED SHARES") and the Price (as hereinafter defined). The price
per share for each of the Offered
Shares (the "PRICE") shall be as set forth in the Notice, and in any event
either (i) the closing price of the Common Stock of the Company (the "COMMON
STOCK") on the New York Stock Exchange on the date prior to the date of the
Notice; or (ii) the price per share that any third party in a "tender offer" or
otherwise is ready, willing and able (without any impediment) to pay for the
Offered Shares.
(b) RST shall have 5 business days from the date of the Notice within
which to agree in writing (the "NOTICE OF ACCEPTANCE") to purchase the Offered
Shares at the Price by delivering the Notice of Acceptance to the Xxxxxxx
Shareholders (or the applicable Xxxxxxx Shareholder(s)).
(c) If RST elects to purchase the Offered Shares, the closing shall
take place within 5 business days of the date of the Notice of Acceptance. At
the closing, the Xxxxxxx Shareholders (or the applicable Xxxxxxx Shareholder(s))
shall deliver Share Certificates for all of the Offered Shares free and clear of
any liens or other impediments to title, either duly endorsed in blank for
transfer or with duly executed stock powers attached against payment in cash of
the Price multiplied by the number of Offered Shares.
(d) If RST does not deliver the Notice of Acceptance within the
period set forth in (b) above, the Xxxxxxx Shareholders (or the applicable
Xxxxxxx Shareholder(s)) shall be free to sell the Offered Shares and, upon such
sale, the Offered Shares so sold shall be released from this Agreement.
5. If the Xxxxxxx Shareholders (or any one or more of them) elect to enter
into a financing using Xxxxxxx Shares as collateral, RST (i) shall cooperate
fully with the Xxxxxxx Shareholders (or the applicable Xxxxxxx Shareholder(s))
in any such financing; and (ii) shall offer the person providing the financing
the same rights as the Xxxxxxx Shareholders have in SECTION 4 hereof as if that
person was an original party hereto.
6. This Agreement shall inure to the parties hereto and their respective
heirs, successors and assigns.
7. This Agreement shall be governed and interpreted by the internal laws
of the State of Michigan.
8. During the Term, each of the parties hereto agrees to take, or cause to
be taken, such further actions and to execute and deliver, or cause to be
executed and delivered, such further instruments, including, but not limited to
irrevocable proxies, as any other party may, from time to time, reasonably
request in order to fully effectuate the purposes, terms and conditions of this
Agreement.
9. RST hereby agrees to indemnify the Xxxxxxx Shareholders for any and all
liabilities, obligations, losses, damages, and reasonable expenses and
attorney's fees that they may suffer or incur as a result of entering into this
Agreement or the exercise by RST of any of the rights provided to him hereunder,
including defending any claim asserting any of the foregoing.
10. This Agreement constitutes the entire agreement between the parties
regarding the subject matter.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
_______________________________
Xxxxxx X. Xxxxxxx
_______________________________
Xxxx Xxxxxxx, Xx.
_______________________________
Xxxxx Xxxxxxx
_______________________________
Xxxxxx Xxxxx Xxxxxx, trustee of
the Xxxxxx Xxxxxxx Xxxxxxxxxxx
Irrevocable Trust, U/A dated
12/22/92
_______________________________
Xxxxxx Xxxxx Xxxxxx, trustee of
the Xxxxxx Xxxxxxx Irrevocable
Trust, U/A dated 12/21/92
_______________________________
Xxxxxx Xxxxx Xxxxxx, Trustee of
the Paige Xxxxxxxxx Xxxxxxx
Irrevocable Trust, U/A dated
12/22/91
_______________________________
Xxxxxx Xxxxx Xxxxxx, Trustee of
the Xxxx Xxxxxxx, III Irrevocable
Trust, U/A dated 12/22/92
