AGREEMENT AND PLAN OF MERGER By and Among PARKWAY PROPERTIES, INC. PARKWAY PROPERTIES LP PKY MASTERS, LP THOMAS PROPERTIES GROUP, INC. and THOMAS PROPERTIES GROUP, L.P. Dated as of September 4, 2013Voting Agreement • September 5th, 2013 • Parkway Properties Inc • Real estate investment trusts • Maryland
THIS AGREEMENT AND PLAN OF MERGER, dated as of September 4, 2013 (this “Agreement”), is made by and among Parkway Properties, Inc., a Maryland corporation (“Parent”), Parkway Properties LP, a Delaware limited partnership, (“Parent LP”), PKY Masters, LP, a Delaware limited partnership and an indirect wholly owned subsidiary of Parent LP (“Merger Sub”), Thomas Properties Group, Inc., a Delaware corporation (the “Company”), and Thomas Properties Group, L.P., a Maryland limited partnership (“Company LP”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in Section 1.1.
VOTING AGREEMENTVoting Agreement • September 5th, 2013 • Parkway Properties Inc • Real estate investment trusts • Delaware
This Voting Agreement (this “Agreement”) is made and entered into as of September 4, 2013, by and among Parkway Properties, Inc. (“Parent”), Parkway Properties LP (“Parent LP”, and, together with Parent, the “Parent Parties”) and each of the undersigned stockholders (each a “Stockholder” and, collectively, the “Stockholders”) of Thomas Properties Group, Inc. (the “Company”).
AMENDMENT NO. 2 TO STOCKHOLDERS AGREEMENTStockholders Agreement • September 5th, 2013 • Parkway Properties Inc • Real estate investment trusts • New York
WHEREAS, TPG VI Pantera Holdings, L.P., a Delaware limited partnership (“TPG”), Parkway Properties, Inc., a Maryland corporation (the “Company”) and, solely for purposes of Article IV and related definitions of the Agreement (as defined below), TPG VI Management, LLC, a Delaware limited liability company, entered into that certain Stockholder Agreement dated as of June 5, 2012 and further amended such Stockholder Agreement pursuant to Amendment No. 1 to Stockholders Agreement dated as of December 3, 2012 (as amended, the “Agreement”);
