EXECUTION VERSION
VOTING AGREEMENT
THIS VOTING AGREEMENT (this
“Agreement”) is made and entered into as of this 23rd
day of January, 2008 by and among the undersigned shareholders
(each referred to herein as a “Shareholder” and
collectively referred to herein as the “Shareholders”)
of MEA Holdings, Inc. (the “Holding Company”) for the
benefit of Cogdell Spencer LP, a Delaware Limited Partnership
(“Parent”), and Goldenboy Acquisition Corp. , a
Wisconsin Corporation (“Merger Sub”).
W I T
N E S S E T H:
WHEREAS, each of the Shareholders
owns, or has the power to direct the voting of, the number of
Shares (as defined below) set forth opposite such
Shareholder’s name on Schedule 1 attached
hereto;
WHEREAS, the Boards of Directors of
Cogdell Spencer Inc., Parent, Merger Sub, the Holding Company,
Marshall Erdman & Associates, Inc., Marshall Erdman
Development, LLC, and Parent, as the sole shareholder of Merger
Sub, have adopted and approved the Agreement and Plan of Merger
(the “Merger Agreement”) and the merger of Merger Sub
with and into the Holding Company (the “Merger”) in
accordance with the Merger Agreement and the Wisconsin Business
Corporation Law (the “WBCL”); and
WHEREAS, subsequent to the Holding
Company’s approval of the Merger Agreement and concurrently
with the execution of the Merger Agreement and as a condition and
inducement to the willingness of Parent and Merger Sub to enter
into the Merger Agreement, the Holding Company has delivered to
Parent this Agreement pursuant to which each Shareholder has agreed
to vote the Shares owned by such Shareholder in favor of the
Merger.
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 Shareholders hereby agree as follows:
1. Voting Agreement
.
(a) Each
Shareholder, by this Agreement hereby agrees to vote (or cause to
be voted), at any meeting of the shareholders of the Holding
Company or in any action taken by the shareholders of the Holding
Company without a meeting, all of such Shareholder’s Shares,
(i) in favor of the approval and adoption of the Merger
Agreement and approval of the Merger and all other transactions
contemplated by the Merger Agreement and this Agreement, and
(ii) against any action, agreement or transaction (other than
the Merger Agreement or the transactions contemplated thereby) or
proposal (including any competing proposal) that would result in a
breach of any covenant, representation or warranty or any other
obligation or agreement of the Holding Company under the Merger
Agreement or that could result in any of the conditions to the
Holding Company’s obligations under the Merger Agreement not
being fulfilled. Upon the execution of this Agreement by a
Shareholder, such Shareholder hereby revokes any and all
other
proxies given by such Shareholder with respect to such
Shareholder’s Shares. Such Shareholder acknowledges receipt
and review of a copy of the Merger Agreement. For purposes of this
Agreement, “Shares” shall mean, for each Shareholder,
all shares of common stock, par value $.01 per share, and preferred
stock, par value $.01 per share (“Company Stock”), of
the Holding Company that such Shareholder beneficially owns at the
date of this Agreement, together with the shares of Company Stock
of which the Shareholder becomes the beneficial owner before the
Effective Time, less any shares of Company Stock subsequently
disposed of pursuant to a Permitted Transfer.
(b) Such
Shareholder hereby irrevocably grants to, and appoints, Parent,
Frank C. Spencer and Charles M. Handy, and any individual
designated in writing by any of them, and each of them
individually, as such Shareholder’s proxy and
attorney-in-fact (with full power of substitution), for and in the
name, place and stead of such Shareholder, to vote the
Shareholder’s Shares, or grant a consent, approval or dissent
in respect of the Shareholder’s Shares in the manner in which
such Shareholder is required to vote such Shareholder’s
Shares pursuant to this Section 1. Such Shareholder
understands and acknowledges that Parent is entering into the
Merger Agreement in reliance upon such Shareholder’s
execution and delivery of this Agreement. Such Shareholder hereby
affirms that the irrevocable proxy set forth in this Section 1
is given in connection with the execution of the Merger Agreement,
and that such irrevocable proxy is given to secure the performance
of the duties of such Shareholder under this Agreement. Such
Shareholder hereby further affirms that the irrevocable proxy
hereby granted is coupled with an interest and may under no
circumstances be revoked unless and until the Expiration Date (as
defined below). Such Shareholder hereby ratifies and confirms any
and all votes, consents or other actions that any proxy appointed
hereby may lawfully do or cause to be done by virtue hereof. The
proxy and power of attorney granted by each Shareholder is a
durable power of attorney and shall survive the bankruptcy, death
or incapacity of such Shareholder.
2. Transfer of Shares .
Each Shareholder agrees that except for Permitted Transfers (as
defined herein), it shall not, directly or indirectly, during the
period from the date of this Agreement through the Expiration Date
(as defined in Section 4 , below), (a) sell,
assign, transfer (including by operation of law), lien, pledge,
dispose of or otherwise encumber (a “Transfer”) any of
the Shares or otherwise agree to do any of the foregoing except
pursuant to the Merger Agreement or pursuant to the transactions
contemplated therein, (b) deposit any Shares into a voting
trust or enter into a voting agreement or arrangement or grant any
proxy or power of attorney with respect thereto (other than a proxy
granting to the holder thereof the power solely to vote Shares in
favor of the approval of the Merger Agreement and the Merger or to
vote on employee compensation arrangements that are not
inconsistent with the Merger Agreement), or (c) enter into any
contract, option or other arrangement or undertaking with respect
to the direct or indirect Transfer of any Shares. For purposes of
this Agreement, “Permitted Transfer” means any of the
following Transfers: (i) a Transfer by will or operation of
law, in which case this Agreement shall bind the transferee,
(ii) a Transfer pursuant to any pledge agreement existing as
of the date of this Agreement, subject to the pledgee agreeing in
writing to be bound by the terms of this Agreement, (iii) a
Transfer in connection with estate and tax planning purposes,
including transfers to relatives, trusts and charitable
organizations, subject to the transferee agreeing in writing to be
bound by the terms of this Agreement, (iv) a Transfer from a
Shareholder to one or more other Shareholders, and (v) a
Transfer made with the prior written consent of Parent.
3. Appraisal Rights .
Each Shareholder agrees not to exercise any rights of appraisal or
any dissenters’ rights that such Shareholder may have
(whether under applicable law or otherwise) or could potentially
have or acquire in connection with the Merger.
4. Termination . For
purposes of this Agreement, the “Expiration Date” shall
be defined as, and the obligations of each Shareholder under this
Agreement shall terminate upon, the earliest of (a) the
Effective Time, (b) the date that the Merger Agreement is
validly terminated in accordance with its terms, and (c) the
written consent of the Shareholders and the Parent.
5. 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.
6. Consumma
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