VOTING AGREEMENT
Voting Agreement (this "Agreement") made this ______ day of
_________________ between Xxxxxx X. Xxxxxxx ("RST") and Xxxxxx X. Xxxxxx as
Trustee of the Xxxxxx X. Xxxxxx Revocable Trust u/a/d 11/24/86, as amended
("RCL").
WITNESSETH
WHEREAS, RST is the record and beneficial owner of 5,295 shares of Series
B Preferred Stock of Taubman Centers, Inc. (the "Company"); and
WHEREAS, RCL is the record and beneficial owner of 1,161,841 Units of
Partnership Interest in The Taubman Realty Group Limited Partnership, 1,161,841
shares of Series B Preferred Stock of the Company and 266,636 shares of Common
Stock of the Company (collectively, the "RCL Shares"); and
WHEREAS, RST and RCL 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. RCL hereby confers upon RST the sole and absolute right to vote the RCL
Shares on any and all matters that come before the shareholders of the Company.
2. This Agreement shall expire two years from the date of this Agreement
(the "Term").
3. This Agreement shall be deemed to constitute an irrevocable proxy from
RCL 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, RCL chooses
to dispose of any of the RCL Shares, RCL shall first notify RST in writing (the
"Notice") setting forth the number of RCL Shares he intends 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.
(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, RCL shall deliver Share Certificates and Unit 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, RCL 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 RCL elects to enter into a financing using the RCL Shares as
collateral, RST (i) shall cooperate fully with RCL in any such financing; and
(ii) shall offer the person providing the financing the same rights as RCL has
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 RCL for any and all liabilities,
obligations, losses, damages, and reasonable expenses and attorney's fees that
he 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
--------------------------------
Xxxxxx X. Xxxxxx, Trustee of the
Xxxxxx X. Xxxxxx Revocable Trust
u/a/d 11/24/86, as amended.
