EXECUTION VERSION
March 10, 2008
To the
persons listed on Schedule 1 attached hereto (the
“Rollover Shareholders”):
WHEREAS, each of the undersigned
shareholders (each referred to herein as a “CSI
Shareholder” and collectively referred to herein as the
“CSI Shareholders”) of Cogdell Spencer Inc.
(“CSI”) owns, or has the power to direct the voting of,
the number of Shares (as defined below) set forth opposite such CSI
Shareholder’s name on Schedule 2 attached
hereto;
WHEREAS, CSI, Cogdell Spencer LP,
Goldenboy Acquisition Corp., MEA Holdings, Inc. (the “Holding
Company”), Marshall Erdman & Associates, Inc., Marshall
Erdman Development, LLC, and the persons collectively referred to
as the Seller Representative, have entered into the Agreement and
Plan of Merger, dated as of January 23, 2008 (the
“Merger Agreement”) in connection with the proposed
merger of Goldenboy Acquisition Corp. with and into the Holding
Company (the “Merger”);
WHEREAS, pursuant to
Section 3.2(k)(ix) of the Merger Agreement, the Rollover
Shareholders will enter into Contribution Agreements (as defined
therein), which will provide, among other things, that in the event
that Alternative Units, as defined therein, are issued, CSI shall
make reasonable efforts to obtain the Parent Stockholder Approval,
as defined therein; and
WHEREAS, concurrently with the
execution of the Contribution Agreements, the undersigned shall
deliver to the Rollover Shareholders this letter agreement (the
“Agreement”) pursuant to which each CSI Shareholder has
agreed to vote the Shares owned by such CSI Shareholder in favor of
the Parent Stockholder Approval.
NOW, THEREFORE, in consideration of
the foregoing and of the mutual covenants and agreements contained
herein and in the Merger Agreement, and intending to be legally
bound hereby, the CSI Shareholders hereby agree as follows:
1. Voting Agreement . In
the event that Alternative Units are issued pursuant to the
Contribution Agreements, each CSI Shareholder, by this Agreement
hereby agrees to vote (or cause to be voted), at any meeting of the
shareholders of CSI or in any action taken by the shareholders of
CSI without a meeting, all of such CSI Shareholder’s Shares
in favor of the approval and adoption of the Parent Stockholder
Approval. For purposes of this Agreement, “Shares”
shall mean, for each CSI Shareholder, all shares of capital stock
of CSI that such CSI Shareholder beneficially owns at the date of
this Agreement, together with the shares of capital stock of which
the CSI Shareholder becomes the beneficial owner following the date
of this Agreement, less any shares of capital stock of CSI
subsequently disposed of after the date of this Agreement.
2. Termination . This
Agreement shall terminate and be of no further force or effect upon
the earlier to occur of (a) the date that the Parent
Stockholder Approval is validly obtained,
(b) with respect to a particular CSI Shareholder, the date on
which such CSI Shareholder no longer owns Shares,
(c) June 30, 2010, and (d) such other date as agreed
in writing between the CSI Shareholders and the Seller
Representative.
3. Assignment . This
Agreement and the rights hereunder are not assignable or
transferable by any party without the prior written consent of the
other parties; provided , however , that no such
assignment shall relieve the assigning party of its obligations
hereunder if such assignee does not perform such obligations.
4. Consummation of the
Parent Stockholder Approval . Each CSI Shareholder, solely in
his capacity as a shareholder of CSI, shall use such CSI
Shareholder’s reasonable efforts to take, or cause to be
taken, all actions, and to do, or cause to be done, and to assist
and cooperate with the other parties in doing, all things
reasonably necessary, proper or advisable to consummate and make
effective, in the most expeditious manner practicable, the Parent
Stockholder Approval and the other transactions contemplated by the
Contribution Agreements.
5. Shareholders’
Representations . Each CSI Shareholder hereby severally and not
jointly represents and warrants to the Rollover Shareholders in
respect of such CSI Shareholder as follows:
(a) Such
CSI Shareholder (i) is the record and beneficial owner of, or
is the trustee of a trust that is the record holder of, and whose
beneficiaries are the beneficial owners of, and has good and
marketable title to, the number of shares of capital stock set
forth opposite such CSI Shareholder’s name on
Schedule 2 to this Agreement free and clear of any
mortgage, lien, pledge, charge, security interest, encumbrance or
other adverse claim of any kind in respect of such Shares
(“Lien”), (ii) does not own, of record or
beneficially, any shares of capital stock of CSI other than the CSI
Shareholder’s Shares set forth opposite such CSI
Shareholder’s name on Schedule 2 to this
Agreement, (iii) has sole voting power and sole power to issue
instructions with respect to the matters set forth in
Section 1 hereof, sole power of disposition and sole power to
agree to all of the matters set forth in this Agreement, in
ea
