[for Executive Officers of
Columbia Equity Trust, Inc.]
VOTING AGREEMENT,
dated as
of ,
2006 (this “ Agreement ”), among SSPF/CET
Operating Company LLC, a Delaware limited liability company
(“ Acquiror ”), SSPF/CET OP Holding Company LLC,
a Delaware limited liability company (“ Merger
Subsidiary ”), SSPF/CET OP Holding Company Subsidiary
L.P., a Virginia limited partnership (“ Partnership Merger
Subsidiary ”), and the undersigned holder (“
Holder ”) of Partnership LP Units and/or LTIP Units of
Columbia Equity, L.P., a Virginia limited partnership (“
Partnership ”).
WHEREAS, as of the
date hereof, Holder beneficially owns the number of Partnership LP
Units and/or LTIP Units of the Partnership set forth on Holder
signature page hereto (all Units so owned and all other Units that
may hereafter be acquired by Holder prior to the Expiration Date,
whether upon exercise of options, purchase, conversion of LTIP
Units, dividend, distribution or otherwise, being referred to
herein as such Holder’s “ Partnership Units
”);
WHEREAS, Acquiror,
Merger Subsidiary, Partnership Merger Subsidiary, the Partnership
and Columbia Equity Trust, Inc., a Maryland corporation (the
“ Company ”), have entered into an Agreement and
Plan of Merger, dated as of the date hereof (the “ Merger
Agreement ”), which provides, upon the terms and subject
to the conditions set forth therein, for the merger of the Company
with and into the Merger Subsidiary (the “ Company
Merger ”) and the merger of Partnership Merger Subsidiary
with and into the Partnership (the “ Partnership
Merger ”); and
WHEREAS, as a
condition to the willingness of Acquiror, Merger Subsidiary and
Partnership Merger Subsidiary to enter into the Merger Agreement,
each of them has required that Holder agree, and in order to induce
the them to enter into the Merger Agreement, Holder has agreed, to
enter into this Agreement.
Capitalized terms
used but not otherwise defined in this Agreement have the meanings
assigned to such terms in the Merger Agreement.
NOW, THEREFORE, in
consideration of the representations, warranties, covenants and
agreements contained in this Agreement, and other good and valuable
consideration, the receipt and adequacy of which are hereby
acknowledged, and intending to be legally bound hereby, the parties
hereto agree as follows:
Article I.
VOTING OF PARTNERSHIP UNITS
Section 1.1 Voting Agreements . Until the Expiration
Date (as hereinafter defined), at every meeting of the holders of
Partnership Units called, and at every adjournment thereof, and on
every action or approval by written consent of the holders of
Partnership Units, Holder (in its capacity as such) shall vote or
cause its Partnership Units to be voted in favor of approval of the
Merger Agreement and the Partnership Merger; provided ,
however , notwithstanding any other
provision
contained herein, any vote by Holder in accordance with this
sentence shall not be effective unless and until the Company shall
have obtained the necessary Stockholder Approval in connection with
the approval and adoption of the Merger Agreement and the Company
Merger by the stockholders of the Company. At any meeting of the
holders of Partnership Units, or at any adjournment thereof, or in
any other circumstances upon which their vote, consent or other
approval is sought, the Holder shall vote (or cause to be voted)
the Partnership Units against (i) any Acquisition Proposal or
any action which is a component of any Acquisition Proposal,
(ii) any merger agreement or merger (other than the Merger
Agreement and the Partnership Merger), reorganization,
recapitalization, dissolution, liquidation or winding up of or by
the Partnership, and (iii) any amendment of the Partnership
Agreement, which amendment would result in a breach of a
representation, warranty or covenant of the Company or the
Partnership under the Merger Agreement or would in any manner
prevent or materially impede, interfere with or delay the
Partnership Merger, the Company Merger, the Merger Agreement or any
of the other transactions contemplated by the Merger Agreement
(each of clauses (i), (ii) and (iii), a “ Competing
Partnership Transaction ”).
Section 1.2 Grant of Irrevocable Proxy with Respect to
Partnership Units. (a) Holder hereby irrevocably (to the
fullest extent permitted by law) appoints Kevin Faxon, Nathaniel R.
Daly and Martin H. Neidell, and each of them, as Holder’s
sole and exclusive attorneys-in-fact and proxies, with full power
of substitution and re-substitution, to vote the Partnership Units
and to exercise all voting, consent and similar rights of Holder
with respect to the Partnership Units (including, without
limitation, the power to execute and deliver written consents) at
every annual, special or adjourned meeting of the holders of
Partnership Units and in every written consent in lieu of such
meeting (i) in favor of approval of the Merger Agreement and
the Partnership Merger and (ii) against any Competing Partnership
Transaction. It is understood and agreed that the attorneys-in-fact
and proxies named above may not exercise these voting rights on any
other matter except as provided above. Except as set forth in this
Agreement, Holder may vote the Partnership Units on all other
matters.
(b) Upon
Holder’s execution of this Agreement, any and all prior
proxies given by Holder with respect to any Partnership Units are
hereby revoked.
(c) Holder
hereby affirms that the proxy set forth in this Section 1.2 is
irrevocable (to the fullest extent permitted by law) except
pursuant to the termination of this Agreement in accordance with
its terms (in which event the proxy set forth herein shall
automatically terminate and be of no further force or effect
without any further action of Holder required), is coupled with an
interest and is granted in consideration of the Acquiror entering
into the Merger Agreement. Such irrevocable proxy is executed and
intended to be irrevocable in accordance with the provisions of the
VRULPA.
Section 1.3 Transfer of Partnership Units .
(a)
Transferee of Partnership Units to be Bound by this
Agreement . Holder agrees that, during the period from the date
of this Agreement through the Expiration Date, other than by
operation of Law as part of the Company Merger or the Partnership
Merger or in any offer to exchange Partnership Units for the
Partnership Merger Consideration, Holder shall not cause
or
2
permit any
Transfer (as defined below) of any of the Partnership Units to be
effected without Acquiror’s prior written consent to such
Transfer, which consent shall not be unreasonably withheld, and
unless each Person to which any of such Partnership Units, or any
interest in any of such Partnership Units, is or may be Transferred
shall have: (a) executed a counterpart of this Agreement and
(b) agreed in writing to hold such Partnership Units (or
interest in such Partnership Units) subject to all of the terms and
provisions of this Agreement; provided , however ,
that Holder shall be entitled to Transfer Partnership Units (or any
interest in such Partnership Units) to an immediate family member
(or trust for the benefit of an immediate family member) or an
Affiliate of such Holder if such family member, trust or Affiliate
shall have (1) executed a counterpart of this Agreement and
(2) agreed in writing to hold such Partnership Units (or
interest in such Partnership Units) subject to all of the terms and
provisions of this Agreement. Holder shall be deemed to have
effected a “ Transfer ” of a Partnership Unit if
the Holder directly or indirectly: (i) sells, pledges,
encumbers, grants an option with respect to, transfers or otherwise
disposes of such Partnership Units or any interest in such
Partnership Units; or (ii) enters into an agreement or
commitment providing for the sale of, pledge of, encumbrance of,
grant of an option with respect to, transfer of or other
disposition of such Partnership Unit or any interest
therein.
(b)
Transfer of Voting Rights . Holder agrees that, during the
period from the date of this Agreement through the Expiration Date,
Holder shall not deposit (or permit the deposit of) any Partnership
Units in a voting trust or grant any proxy or enter into any voting
agreement or similar agreement in contravention of the obligations
of Holder under this Agreement with respect to any of the
Partnership Units.
(c)
Conversion of Partnership Units . At any time prior to the
Partnership obtaining the approval of the Partnership Merger,
Holder shall not be entitled to tender its Partnership Units for
redemption in accordance with the First Amended and Restated
Agreement of Limited Partnership of the Partnership (the “
Partnership Agreement ”). Notwithstanding the
foregoing, so long as voting agreements in substantially the form
of this Agreement are in effect with respect to Partnership Units
representing a majority of the Partners
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