0000950133-01-500184 Sample Contracts

FORM OF VOTING AGREEMENT
Form of Voting Agreement • March 9th, 2001 • Equity Office Properties Trust • Real estate investment trusts • Maryland

THIS VOTING AGREEMENT (this “Agreement”) is entered into as of February 22, 2001 by and among EQUITY OFFICE PROPERTIES TRUST, a Maryland real estate investment trust (“Equity Office”), EOP OPERATING LIMITED PARTNERSHIP, a Delaware limited partnership (“EOP Partnership”), (such person, together with the other signatories hereto (other than Equity Office and EOP Partnership), individually and collectively, the “Spieker Securityholder”).

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AGREEMENT AND PLAN OF MERGER among EQUITY OFFICE PROPERTIES TRUST, EOP OPERATING LIMITED PARTNERSHIP, SPIEKER PROPERTIES, INC. and SPIEKER PROPERTIES, L.P. Dated as of February 22, 2001
Guaranty Agreement • March 9th, 2001 • Equity Office Properties Trust • Real estate investment trusts • Maryland

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of February 22, 2001, by and among EQUITY OFFICE PROPERTIES TRUST, a Maryland real estate investment trust (“Equity Office”), EOP OPERATING LIMITED PARTNERSHIP, a Delaware limited partnership (“EOP Partnership”), SPIEKER PROPERTIES, INC., a Maryland corporation (“Spieker”), and SPIEKER PROPERTIES, L.P., a California limited partnership (“Spieker Partnership”).

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