EXECUTION COPY
VOTING AGREEMENT
This VOTING AGREEMENT (this "AGREEMENT") is made and entered into this 17
day of February 2003 by and among CB Xxxxxxx Xxxxx Services, Inc., a Delaware
corporation ("PARENT"), the undersigned stockholder (the "STOCKHOLDER") of
Insignia Financial Group, Inc., a Delaware corporation (the "COMPANY"), and the
Company.
WHEREAS, pursuant to the terms and subject to the conditions of that
certain Agreement and Plan of Merger, dated as of February 17, 2003 (the "MERGER
AGREEMENT"), by and among CBRE Holding, Inc., a Delaware corporation, Parent,
the Company and Apple Acquisition Corp., a Delaware corporation ("MERGER SUB"),
among other things, Merger Sub shall merge with and into the Company such that,
after giving effect to said merger, the Company shall be the surviving entity
and thereafter continue its existence as a wholly-owned subsidiary of Parent
(the "MERGER");
WHEREAS, Stockholder is the holder of record or beneficial owner (for all
purposes in this Agreement, as such term is defined in Rule 13d-3 of the Rules
and Regulations promulgated by the Securities and Exchange Commission pursuant
to the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT")) of the
number of shares of the outstanding common stock, par value $0.01 per share (the
"COMMON STOCK"), of the Company as is indicated on the signature page of this
Agreement and the holder of record or beneficial owner of options, warrants or
other rights to purchase shares of the Common Stock and other securities
convertible into, or exercisable for shares of the Common Stock (the foregoing,
collectively, "OPTIONS") as is indicated on the signature page of this
Agreement; and
WHEREAS, to induce the execution of the Merger Agreement by Parent, the
Stockholder agrees to vote the Shares (as defined below) so as to facilitate
consummation of the Merger to the extent more fully described below.
NOW, THEREFORE, in consideration of the mutual promises and the mutual
covenants and agreements contained herein, the parties agree as follows:
1. AGREEMENT TO VOTE SHARES
At any meeting of the stockholders of the Company called with respect to
the Merger, the Merger Agreement and the other transactions contemplated
thereby, and at any adjournment thereof, and with respect to any consent
solicited with respect to the Merger, the Merger Agreement and any of the other
transactions contemplated thereby, the Stockholder shall vote, or take all
actions necessary to cause to be voted, all Shares that the Stockholder is
permitted to vote as of the date hereof (a) in favor of approval of the Merger,
the Merger Agreement, the other transactions contemplated thereby and any matter
which could reasonably be expected to facilitate the Merger and such other
transactions and (b) against any Acquisition Proposal (as defined in the Merger
Agreement). The Stockholder may vote on all other matters in a manner determined
in his sole discretion. The Stockholder, as the holder of record or beneficial
owner of voting stock of the Company, shall be present, in person or by proxy,
at all
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meetings of stockholders of the Company and at any adjournment thereof so that
all Shares are counted for the purpose of determining the presence of a quorum
at such meetings. The Stockholder shall not enter into any agreement or
understanding with any person or entity to vote or give instructions in any
manner inconsistent with the terms of this Section 1. This Agreement is intended
to bind the Stockholder only with respect to the voting of the Shares as a
Stockholder herein, and shall not prohibit the Stockholder from acting in
accordance with his or her fiduciary duties as an officer or director of the
Company.
2. NO SOLICITATION OF PROXIES
The Stockholder agrees (solely in its, his or her capacity as such) that
neither it, he or she nor any of its subsidiaries (if the Stockholder is not a
natural person) nor any of the officers and directors (if the Stockholder is not
a natural person) and representatives (including any investment banker, attorney
or accountant retained by it or any of its subsidiaries (if the Stockholder is
not a natural person)) of it, him or her or its subsidiaries (if the Stockholder
is not a natural person) shall, and that it, he or she shall use its, his or her
reasonable best efforts to cause its, his or her and its subsidiaries' (if the
Stockholder is not a natural person) employees and other agents not to (and
shall not authorize any of them to) directly or indirectly, engage in any
solicitation (as defined in Regulation 14A of the Rules and Regulations
promulgated by the Securities and Exchange Commission pursuant to the Exchange
Act) of other stockholders of the Company (a) against the Merger, the Merger
Agreement, the other transactions contemplated thereby or any matter that could
reasonably be expected to facilitate the Merger and such other transactions or
(b) in favor of any Acquisition Proposal.
3. DEFINITION OF SHARES
For purposes of this Agreement, the term "SHARES" shall include: (i) all
securities of the Company (including, without limitation, all shares of Common
Stock) owned of record or beneficially owned by the Stockholder as of the date
of this Agreement, as indicated on the signature page of this Agreement; and
(ii) all additional securities of the Company (including, without limitation,
all additional shares of Common Stock) of which the Stockholder acquires record
ownership or beneficial ownership during the period from the date of this
Agreement through the Expiration Date, including, without limitation, through
the exercise or conversion of Options. In the event of a stock dividend or
distribution, or any change in the Shares by reason of any stock dividend,
split-up, recapitalization, combination, exchange of shares or the like, the
term "Shares" shall be deemed to refer to and include the Shares as well as all
such stock dividends and distributions and any shares into which or for which
any or all of the Shares may be changed or exchanged.
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4. TRANSFERS OF SHARES
The Stockholder hereby agrees that, at all times during the period
commencing with the execution and delivery of this Agreement until the
Expiration Date, the Stockholder (a) shall not cause or permit any Transfer (as
defined below) of any of the Shares, or any interest in the foregoing, to be
effected, and (b) shall not deposit (or permit the deposit of) any Shares in a
voting trust or grant any proxy, or enter into any voting agreement or similar
agreement or arrangement in contravention of the obligations of the Stockholder
under this Agreement with respect to any of the Shares; provided, however that
at any time between the date hereof and the Expiration Date the Stockholder may
Transfer up to 50,000 Shares as a bona fide gift. The Stockholder further agrees
with, and covenants to, Parent and the Company that the Stockholder shall not
request that the Company register the Transfer of any certificate or
uncertificated interest representing any of the Shares, unless such Transfer is
made in compliance with this Agreement. For purposes of this Agreement, a person
or entity shall be deemed to have effected a "TRANSFER" of a security if such
person or entity, directly or indirectly: (i) sells, offers to sell, makes any
short sales of, pledges, encumbers, lends, hypothecates, enters into any type of
equity swap or hedging of, grants an option with respect to, transfers or
disposes of such security, any interest therein, or the economic consequences of
ownership of such security or (ii) enters into an agreement, contract or
commitment providing for the sale of, making any short sales of, pledge of,
lending of, encumbrance of, equity swap or hedging of, grant of an option with
respect to, transfer of or disposition of such security, any interest therein or
the economic consequences of ownership of such security, other than any such
actions pursuant to which such person or entity maintains all voting rights with
respect to such security.
5. REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERS
The Stockholder hereby represents and warrants to Parent that:
(a) if the Stockholders is not a natural person, the Stockholder is duly
organized, validly existing and in good standing under the laws of the
jurisdiction of its organization;
(b) the Stockholder has duly authorized, executed and delivered this
Agreement, and this Agreement is a legal, valid and binding obligation of the
Stockholder, enforceable against the Stockholder in accordance with its terms;
(c) neither the execution of this Agreement nor the consummation by the
Stockholder of the transactions contemplated hereby will constitute a violation
of, default under or conflict with any contract, commitment, agreement,
understanding, arrangement or restriction of any kind to which the Stockholder
is a party or by which the Stockholder is bound;
(d) except as specifically described on Exhibit A hereto, the Stockholder
has good title to the shares of Common Stock and Options of which he or she
owns, free and clear of all claims, liens, charges, encumbrances and security
interests of any nature whatsoever;
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(e) except for this Agreement, the Stockholder is not a party to or
otherwise bound by any proxy, voting agreement or restriction which affects the
voting rights of the Shares; and
(f) in the event that the Stockholder is a trust, the undersigned
individual trustee(s) of such trust are lawful and duly appointed trustees of
such trust and have full power and authority on behalf of such trust to enter
into this Agreement and to consummate the transactions contemplated hereby.
6. REPRESENTATIONS AND WARRANTIES OF PARENT
Parent represents and warrants to the Stockholder that:
(a) this Agreement has been authorized by all necessary corporate action on
the part of Parent and has been duly executed by a duly authorized
representative of Parent;
(b) this Agreement constitutes the legal, valid and binding obligation of
Parent; and
(c) neither the execution of this Agreement by Parent nor the consummation
of the transactions contemplated hereby will result in a breach or violation of
the terms of any agreement by which Parent is bound or of any decree, judgment,
order, law or regulation now in effect of any court or other governmental body
applicable to Parent.
7. ADDITIONAL DOCUMENTS
Parent and the Stockholder hereby covenant and agree to execute and deliver
any additional documents necessary to carry out the intent of this Agreement.
8. CONSENT AND WAIVER
The Stockholder hereby gives any consent or waiver that is reasonably
required for the consummation of the Merger and any related transactions under
the terms of any agreement to which the Stockholder is a party or pursuant to
any rights the Stockholder may have.
9. MISCELLANEOUS
9.1. SEVERABILITY
If any term, provision, covenant or restriction of this Agreement is held
by a court of competent jurisdiction to be invalid, void or unenforceable, the
remainder of the terms, provisions, covenants and restrictions of this Agreement
shall remain in full force and effect and shall in no way be affected, impaired
or invalidated.
9.2. BINDING EFFECT AND ASSIGNMENT
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This Agreement and all of the provisions hereof shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
permitted assigns, but, except as otherwise specifically provided herein,
neither this Agreement nor any of the rights, interests or obligations of the
parties hereto may be assigned by any of the parties without the prior written
consent of the other parties hereto.
9.3. AMENDMENTS AND MODIFICATIONS
This Agreement may not be modified, amended, altered or supplemented except
upon the execution and delivery of a written agreement executed by the parties
hereto.
9.4. SPECIFIC PERFORMANCE; INJUNCTIVE RELIEF
The parties hereto acknowledge that Parent will be irreparably harmed and
that there will be no adequate remedy at law for a violation of any of the
covenants or agreements of the Stockholder set forth herein. Therefore, it is
agreed that, in addition to any other remedies which may be available to Parent
upon such violation, Parent shall have the right to enforce such covenants and
agreements by specific performance, injunctive relief or by any other means
available to it at law or in equity.
9.5. NOTICES
All notices, requests, claims, demands and other communications hereunder
shall be in writing and sufficient if delivered in person, by commercial
overnight courier service, by confirmed fax or sent by mail (registered or
certified mail, postage prepaid, return receipt requested) to the respective
parties as follows:
(a) if to Parent, to:
CB Xxxxxxx Xxxxx Services, Inc.
000 X. Xxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxx, XX 00000
Attn: Xxxxxxx Xxxxx
Fax: (000) 000-0000
Telephone: (000) 000-0000;
with a copy to:
Xxxxxxx Xxxxxxx & Xxxxxxxx
0000 Xxxxxxxx Xxxxxx
Xxxx Xxxx, XX 00000
Attn: Xxxxxxx Xxxxxxxxx
Fax: (000) 000-0000
Telephone: (000) 000-0000;
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(b) if to the Company, to:
Insignia Financial Group, Inc.
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Attn: Xxxx X. Xxxxxxx, Esq.
Fax: (000) 000-0000
Telephone: (000) 000-0000;
with a copy to:
Proskauer Rose LLP
0000 Xxxxxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxxx X. Xxxxxx, Esq.
Fax: (000) 000-0000
Telephone: (000) 000-0000;
(c) if to the Stockholder, to it, him or her at its, his or her address or
fax number set forth on the signature page hereto;
or to such other address as any party hereto may have furnished to the other
parties in writing in accordance herewith, except that notices of change of
address shall only be effective upon receipt.
9.6. GOVERNING LAW
This Agreement shall be governed by, construed and enforced in accordance
with the laws of the State of New York applicable to contracts to be executed
and performed entirely within such State.
9.7. ENTIRE AGREEMENT
This Agreement contains the entire understanding of the parties in respect
of the subject matter hereof and supersedes all prior negotiations and
understandings between the parties with respect to the subject matter hereof.
9.8. COUNTERPARTS
This Agreement may be executed in counterparts, each of which shall be an
original, but all of which together shall constitute one and the same agreement.
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9.9. EFFECT OF HEADINGS
The section headings herein are for convenience only and shall not affect
the construction or interpretation of this Agreement.
9.10. TERMINATION
Notwithstanding anything else in this Agreement, this Agreement and all
obligations of the Stockholder under this Agreement shall automatically
terminate as of the earlier to occur of the following (such date, the
"EXPIRATION DATE"): (i) such date and time as the Merger Agreement shall have
been validly terminated pursuant to Article 10 thereof, (ii) such date and time
as the Board of Directors, the Special Committee or any other committee thereof
shall withdraw the Company Recommendation or (iii) such date and time as the
Merger shall become effective in accordance with the terms and conditions of the
Merger Agreement.
9.11. CAPITALIZED TERMS
Capitalized terms used and not defined herein shall have the meaning
ascribed to them in the Merger Agreement.
9.12. COMPANY ACTION
The Company hereby agrees to take whatever action may be reasonably
necessary to effect the transactions contemplated by this Agreement.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed on the day and year first above written.
CB XXXXXXX XXXXX SERVICES, INC.
By: /s/ Xxxxxxx X. Xxxxx
--------------------------------
Xxxxxxx X. Xxxxx
Chief Executive Officer
INSIGNIA FINANCIAL GROUP, INC.
By: /s/ Xxxxx X. Xxxxxxxx
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Xxxxx X. Xxxxxxxx
Office of the Chairman
/s/ Xxxxxx X. Xxxxxx
--------------------------------
Xxxxxx X. Xxxxxx
Address: 000 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Fax: (000) 000-0000
EXHIBIT A
ENCUMBRANCES UPON THE SHARES
None.
