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, 2013Merger Agreement • September 5th, 2013 • Thomas Properties Group Inc • Real estate • 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 • Thomas Properties Group Inc • Real estate • Delaware
This Voting Agreement (this “Agreement”) is made and entered into as of September 4, 2013, by and among Thomas Properties Group, Inc. (“Company”), Thomas Properties, L.P. (“Company LP”, and, together with Company, the “Company Parties”) and TPG VI Pantera Holdings, L.P. (the “Stockholder”) of Parkway Properties, Inc. (the “Parent”).
