VOTING AGREEMENTStockholders Agreement • April 29th, 2016 • Parkway Properties Inc • Real estate investment trusts • New York
This VOTING AGREEMENT, dated as of April 29, 2016 (this “Agreement”), is made and entered into by and among Cousins Properties Incorporated, a Georgia corporation (“Cousins”) and the stockholders of Parkway Properties, Inc., a Maryland corporation (“Parkway”) that are listed on Schedule A hereto (each, a “Stockholder” and, collectively, the “Stockholders”).
AGREEMENT AND PLAN OF MERGER by and among PARKWAY PROPERTIES, INC., PARKWAY PROPERTIES LP, COUSINS PROPERTIES INCORPORATED and CLINIC SUB INC. Dated as of April 28, 2016Stockholders Agreement • April 29th, 2016 • Parkway Properties Inc • Real estate investment trusts • Maryland
THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (as may be further amended, supplemented or restated from time to time, the “Agreement”) of Cousins Properties LP (the “Partnership”) is dated as of [ ], 2016 and entered into by and among Cousins Properties Incorporated, a Georgia corporation, as the general partner (“Cousins”) or the “General Partner”), and the Persons whose names are set forth on the Partner Registry (as hereinafter defined) as Limited Partners, together with any other Persons who become Partners in the Partnership as provided herein.
April 28, 2016 Mr. James R. Heistand Parkway Properties, Inc. Bank of America Center Orlando, Florida 32801 Dear James,Letter Agreement • April 29th, 2016 • Parkway Properties Inc • Real estate investment trusts • New York
This letter agreement (this “Letter Agreement”) memorializes our discussions regarding the terms and conditions of your employment from and following the consummation of the transactions (collectively, the “Transactions”) contemplated by the Agreement and Plan of Merger among Parkway Properties, Inc., Parkway Properties LP, Cousins Properties Incorporated and Clinic Sub Inc., dated as of the date hereof (the “Merger Agreement”). For purposes of this Letter Agreement, terms that are capitalized but not defined herein shall have the meanings set forth in the Merger Agreement.
