Exhibit 10.2.7
SUPPLEMENTAL REGISTRATION RIGHTS AND LOCK-UP AGREEMENT
THIS SUPPLEMENTAL REGISTRATION RIGHTS AND LOCK-UP AGREEMENT (this
"Agreement") is made and entered into as of July 1, 1996, by and among COLONIAL
PROPERTIES TRUST (the "Company") and COLONIAL COMMERCIAL INVESTMENTS, INC.
("CCII"), XXXXXX X. XXXXXX, XXXXX X. XXXXXX, and the other parties who are
signatories hereto. Xxxxxx X. Xxxxxx and Xxxxx X. Xxxxxx are referred to herein
collectively as the "Xxxxxx brothers."
WHEREAS, on September 29, 1993 the Company, Colonial Properties, Inc.
(of which CCII is the successor), the Xxxxxx brothers and certain other parties
entered into a Registration Rights and Lock-up Agreement (the "Initial
Agreement") pursuant to which the Company granted to certain holders of Units
(as defined in the Initial Agreement) of Colonial Realty Limited Partnership
(the "Operating Partnership") certain registration rights, and such holders
agreed to certain lock-up arrangements;
WHEREAS, on the date hereof, CCII is or will become the owner of
58,466 Units (the "Additional Units") in connection with the transfer to the
Operating Partnership of certain land located in North Macon, Georgia;
WHEREAS, the parties hereto have agreed that, except as stated
herein, the Additional Units shall be subject to, and the parties hereto shall
be governed by, the terms and conditions of the Initial Agreement.
NOW, THEREFORE, the parties hereto, in consideration of the
foregoing, the mutual covenants and agreements hereinafter set forth, and other
good and valuable consideration, the receipt and sufficiency of which hereby are
acknowledged, agree as follows:
1. General.
1(a) Except as otherwise defined herein, all capitalized terms
used herein shall have the meanings ascribed to them in the Initial Agreement.
1(b) Except as otherwise provided herein, CCII and the Company
shall have all of the rights and obligations with respect to the Additional
Units as are provided for in the Initial Agreement with respect to the Common
Shares and Units expressly referred to therein. Nothing in this Agreement shall
be deemed to amend, waive, supplement, or otherwise affect the terms of the
Initial Agreement.
2. Definitions.
Except as otherwise provided herein,
2(a) The Additional Units shall be deemed "Units" as that terms
is defined in the Initial Agreement, and any Common Shares issued upon
redemption of Additional Units shall be deemed "Shares" as that term is defined
in the Initial Agreement. The Additional Units and any Common Shares issuable
upon redemption of Additional Units are referred to herein collectively as "New
Securities."
2(b) Any Common Shares issued upon the redemption of Additional
Units shall be deemed "Registrable Securities" as that term is defined in the
Initial Agreement.
2(c) CCII and its permitted successors and assigns shall be
deemed "Holders" as that term is defined in the Initial Agreement and shall be
referred to as Holders herein.
3. Lock-up Agreement.
3(a) Notwithstanding any other provision of this Agreement or
the Initial Agreement, the Holder hereby agrees that, except as set forth in
Section 3(b) below, for a period of one year from the date hereof (the "Lock-up
Period"), without the prior written consent of the Company, it will not offer,
pledge, sell, contract to sell, grant any options for the sale of or otherwise
dispose of, directly or indirectly (collectively, "Dispose of"), any New
Securities (the "Lock-up").
3(b) The following transfers of New Securities shall not be
subject to the Lock-up set forth in Section 2(a):
(i) a Holder who is a natural person may Dispose of New
Securities to his or her spouse, siblings, parents or any
natural or adopted children or other descendants or to any
personal trust in which such family members or such Holder
retain the entire beneficial interest;
(ii) a Holder that is a corporation, partnership, joint
venture or other business entity may Dispose of New Securities
to one or more other entities that are wholly owned and
controlled, legally and beneficially, by such Holder or by a
Person that directly or indirectly wholly owns and controls such
Holder;
(iii)a Holder may Dispose of New Securities on his or her
death to such Holder's estate, executor, administrator or
personal representative or to such Holder's beneficiaries
pursuant to a devise or bequest or by the laws of descent and
distribution;
(iv) at the election of the Company, a Holder may Dispose
of New Securities in an underwritten public offering;
(v) a Holder may Dispose of New Securities
as a gift or other transfer without consideration;
and
(vi) a Holder may Dispose of New Securities pursuant to a
pledge, grant of security interest or other encumbrance effected
in a bona fide transaction with an unrelated and unaffiliated
pledgee.
In the event a Holder Disposes of New Securities described in this
Section 3(b) (except pursuant to clause (iv) hereof), such New Securities shall
remain subject to this Agreement and, as a condition of the validity of such
disposition, the transferee shall be required to execute and deliver a
counterpart of this Agreement (except that a pledgee shall not be required to
execute and deliver a counterpart of this Agreement until it forecloses upon
such New Securities). Thereafter, such transferee shall be deemed to be a Holder
for purposes of this Agreement.
3(c) Each of the Xxxxxx brothers hereby agrees that, during the
Lock-Up Period, he will not, without the prior consent of the Company, Dispose
of his indirect interest in any New Securities held by CCII by Disposing of his
interest in (or permitting the sale of equity interests in) CCII, except that
the Xxxxxx brothers may Dispose of their interests in such entities to the same
extent that the Holder(s) may transfer New Securities as set forth in Section
3(b) hereof.
4. Shelf Registration Under the Securities Act.
Beginning after the expiration of the Lock-up Period, the Holder
shall be entitled to offer for sale pursuant to a Registration Statement any
Registrable Securities held by the Holder, subject to the terms and conditions,
and pursuant to the procedures, specified in Sections 3 and 4 of the Initial
Agreement.
5. Indemnification; Contribution.
The parties agree to indemnify and hold harmless, with respect
to any registration of Registrable Securities hereunder, to the same extent as
specified in Section 5 of the Initial Agreement.
6. Rule 144 Sales.
The Company covenants to undertake all such steps as are
specified in Section 6 of the Initial Agreement in order to enable any Holder to
sell Common Shares issued or issuable upon redemption of Additional Units
pursuant to Rule 144 under the Securities Act.
7. Miscellaneous.
7(a) Amendments and Waivers. The provisions of this Agreement,
including the provisions of this sentence, may not be amended, modified or
supplemented, and waivers or consents to departures from the provisions hereof
may not be given without the written consent of the Company and the Holders of a
majority in amount of the outstanding New Securities; provided, however, that no
amendment, modification or supplement or waiver or consent to the departure with
respect to the provisions of Sections 3, 4, 5 or 6 hereof shall be effective as
against any Holder of New Securities unless consented to in writing by such
Holder of New Securities. Notice of any amendment, modification or supplement to
this Agreement shall be provided by the Company to each Holder of New Securities
at least thirty (30) days prior to the effective date of such amendment,
modification or supplement.
7(b) Notices; Counterparts; Headings; Successors and Assigns;
Specific Performance; Governing Law. The parties agree to be governed with
respect to the subject matter hereof by the provisions set forth in Sections
7(b), 7(c), 7(e), 7(f), 7(g) and 7(h) of the Initial Agreement.
7(c) Entire Agreement. This Agreement is intended by the parties
as a final expression of their agreement with respect to the New Securities and
is intended to be a complete and exclusive statement of the agreement and
understanding of the parties hereto in respect of the subject matter contained
herein. This Agreement supersedes all prior agreements and understandings
between the parties with respect to such subject matter.
IN WITNESS WHEREOF, each of the parties hereto has executed this
Agreement, or caused this Agreement to be duly executed on its behalf, as of the
date first written above.
Address:
000 Xxxxxxxxxx Xxxx Xxxxx COLONIAL PROPERTIES TRUST
Xxxxx 000
Xxxxxxx, Xxxxxxx 00000
By:___/s/ Xxxxxxx X. Xxxxxxxxx
Xxxxxxx X. Xxxxxxxxx
Senior Vice President and
Chief Financial
Officer
HOLDERS:
Address:
Energen Plaza COLONIAL COMMERCIAL 0000 Xxxxx Xxxxxx Xxxxx INVESTMENTS, INC.
Xxxxx 000
Xxxxxxxxxx, Xxxxxxx 00000
By:___/s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: President
Address: ______/s/ Xxxxxx X. Xxxxxx
Energen Plaza Xxxxxx X. Xxxxxx
0000 Xxxxx Xxxxxx Xxxxx
Xxxxx 000
Xxxxxxxxxx, Xxxxxxx 00000
Address: ______/s/ Xxxxx X. Xxxxxx
000 Xxxxxxxxxx Xxxxxxx Xxxxx X. Xxxxxx
Xxxxx 000
Xxxxxxxxxx, Xxxxxxx 00000
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SUPPLEMENTAL REGISTRATION RIGHTS AND LOCK-UP AGREEMENT
Dated as of July 1, 1996
by and among
COLONIAL PROPERTIES TRUST
and
Certain Direct and Indirect Holders of Common Shares of
Beneficial Interest Therein
and/or Limited Partnership Interests
of Colonial Realty Limited Partnership
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