EXECUTION VERSION
VOTING AGREEMENT
THIS VOTING AGREEMENT (this
“Agreement”) is made and entered into as of
January 23, 2008 by and among the undersigned shareholders
(each referred to herein as a “Shareholder” and
collectively referred to herein as the “Shareholders”)
of Cogdell Spencer Inc. (“CSI”) for the benefit of MEA
Holdings, Inc. (the “Holding Company”) and the
undersigned shareholders of the Holding Company (the “Holding
Company Shareholders”).
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
CSI, Cogdell Spencer LP, Goldenboy Acquisition Corp., the Holding
Company, Marshall Erdman & Associates, Inc., Marshall Erdman
Development, LLC, and Cogdell Spencer LP, as the sole shareholder
of Goldenboy Acquisition Corp., have adopted and approved the
Agreement and Plan of Merger (the “Merger Agreement”)
and the merger of Goldenboy Acquisition Corp. with and into the
Holding Company (the “Merger”) in accordance with the
Merger Agreement and the Wisconsin Business Corporation Law (the
“WBCL”);
WHEREAS, pursuant to
Section 3.2(k)(ix) of the Merger Agreement, the shareholders
of the Holding Company 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, 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 the Holding Company to enter into
the Merger Agreement, CSI has delivered to the Holding Company and
its shareholders this Agreement pursuant to which each Shareholder
has agreed to vote the Shares owned by such 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 Shareholders hereby agree as follows:
1. Voting Agreement
.
(a) In
the event that Alternative Units are issued pursuant to the
Contribution Agreements, each 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 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 Shareholder, all shares
of capital stock of CSI that such Shareholder beneficially owns at
the date of this Agreement, together with the shares of capital
stock of which the 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 Shareholder, the date on which such Shareholder no
longer owns Shares, (c) June 30, 2010, and (d) such
other date as agreed in writing between the Shareholders and the
Shareholder 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 Shareholder, solely in his,
her or its capacity as a shareholder of CSI, shall use such
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 Shareholder hereby severally and not
jointly represents and warrants to the Holding Company and its
shareholders in respect of such Shareholder as follows:
(a) Such
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 Shareholder’s name on Schedule 1 to
this Agreement free and clear of any mortgage, lien, pledge,
charge, security interest, encumbrance or oth
