Exhibit 99.1
FIRST AMENDMENT TO VOTING AGREEMENT
This First Amendment to Voting Agreement (“First Amendment”) is entered into as of October 4, 2013 by and among Parkway Properties, Inc., (“Parent”), Parkway Properties LP (“Parent LP”, and, together with Parent, the “Parent Parties”) and the undersigned stockholders (each a “Stockholder” and collectively, the “Stockholders”) of Thomas Properties Group, Inc. (“Company”).
Parent Parties and Stockholders are parties to a Voting Agreement dated as of September 4, 2013 (“Voting Agreement”).
Parent Parties and Stockholders have determined that Schedule A attached to the Voting Agreement failed to reflect certain shares of stock in Company owned by Stockholders.
Parent Parties and Stockholders hereby substitute the attached Schedule A in place of the Schedule A which was attached to the Voting Agreement and any reference to Schedule A in the Voting Agreement shall be deemed to refer to the Schedule A attached hereto.
[Signature page follows]
IN WITNESS WHEREOF, the parties have caused this First Amendment to be duly executed on the date and year first above written.
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PARENT |
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PARKWAY PROPERTIES, INC. |
| |
By: | | /s/ David O’Reilly |
Name: | | David O’Reilly |
Title: | | Chief Financial Officer and |
| | Chief Investment Officer |
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By: | | /s/ Jeremy Dorsett |
Name: | | Jeremy Dorsett |
Title: | | General Counsel |
|
PARENT LP |
|
PARKWAY PROPERTIES LP |
| |
By: | | PARKWAY PROPERTIES |
| | GENERAL PARTNERS, INC., its |
| | General Partner |
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By: | | /s/ David O’Reilly |
Name: | | David O’Reilly |
Title: | | Chief Financial Officer and |
| | Chief Investment Officer |
| |
By: | | /s/ Jeremy Dorsett |
Name: | | Jeremy Dorsett |
Title: | | General Counsel |
| | | | |
| | STOCKHOLDERS: |
| |
| | /s/ James A. Thomas |
| | James A. Thomas |
| |
| | MAGUIRE THOMAS PARTNERS-PHILADELPHIA, LTD. |
| | |
| | By: | | THOMAS PARTNERS, INC. |
| | | | Its General Partner |
| | |
| | By: | | /s/ James A. Thomas |
| | Name: | | James A. Thomas |
| | Title: | | President |
| |
| | THOMAS INVESTMENT PARTNERS, LTD. |
| | |
| | By: | | THOMAS PARTNERS, INC. |
| | | | Its General Partner |
| | |
| | By: | | /s/ James A. Thomas |
| | Name: | | James A. Thomas |
| | Title: | | President |
| |
| | MAGUIRE THOMAS PARTNERS-COMMERCE SQUARE II, LTD. |
| | |
| | By: | | THOMAS DEVELOPMENT PARTNERS-PHASE II, INC. |
| | | | Its General Partner |
| | |
| | By: | | /s/ James A. Thomas |
| | Name: | | James A. Thomas |
| | Title: | | President |
| |
| | THOMAS PARTNERS, INC. |
| | |
| | By: | | /s/ James A. Thomas |
| | Name: | | James A. Thomas |
| | Title: | | President |
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THE LUMBEE CLAN TRUST |
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By: | | /s/ James A. Thomas |
Name: | | James A. Thomas |
Title: | | Trustee |
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THOMAS MASTER INVESTMENTS, LLC |
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By: | | THOMAS PARTNERS, INC. |
| | Its Managing Member |
| |
By: | | /s/ James A. Thomas |
Name: | | James A. Thomas |
Title: | | President |
Acknowledged:
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COMPANY |
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THOMAS PROPERTIES GROUP, INC. |
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By: | | /s/ James A. Thomas |
Name: | | James A. Thomas |
Title: | | President and Chief Executive Officer |
Schedule A
| | | | | | | | | | | | | | | | |
Name | | Common Stock | | | Limited Voting Stock | | | OP Units (Paired with Limited Voting Stock) | | | Restricted Common Stock (Unvested) | |
James A. Thomas | | | 1,800 | | | | | | | | | | | | 87,996 | |
Maguire Thomas Partners - Philadelphia, Ltd. | | | | | | | 3,514,557 | | | | 3,514,557 | | | | | |
Thomas Investment Partners, Ltd. | | | 2,814,800 | | | | 3,204,761 | | | | 3,204,761 | | | | | |
Maguire Thomas Partners - Commerce Square II, Ltd. | | | | | | | 2,308,452 | | | | 2,308,452 | | | | | |
Thomas Partners, Inc. | | | | | | | 136,866 | | | | 136,866 | | | | | |
Thomas-Pastron Family Partnership, L.P. | | | 666,382 | | | | | | | | | | | | | |
The Lumbee Clan Trust | | | 807,631 | | | | 1,852,818 | | | | 1,852,818 | | | | | |
Thomas Master Investments, LLC | | | | | | | 629,495 | | | | 629,495 | | | | | |
Rosemary Pastron Trust | | | 10,193 | | | | | | | | | | | | | |
Otto Pastron Trust | | | 10,386 | | | | | | | | | | | | | |
Otto Pastron CUTMA | | | 550 | | | | | | | | | | | | | |
James A. Thomas (voting agreement with MIRELF IV TPGI, LLC) | | | 7,338,260 | | | | | | | | | | | | | |
James A. Thomas (voting agreement with MIRELF IV TPGI II, LLC) | | | 1,357,393 | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Total | | | 13,007,395 | | | | 11,646,949 | | | | 11,646,949 | | | | 87,996 | |
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