Exhibit 10.11
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (this "Agreement") is entered into as of
December 27, 1996 by and between Beacon Properties Corporation, a Maryland
corporation (the "Company") and Metropolitan Life Insurance Company (the
"Holder").
WHEREAS, the Holder is to receive units of limited partnership interest
("Units") in Beacon Properties, L.P. (the "Operating Partnership") which may be
redeemed for shares of the Company's common stock, $.01 par value ("Common
Stock") pursuant to a Sale and Contribution Agreement dated as of November 20,
1996 (the "Sale Agreement") by and between the Holder and the Operating
Partnership; and
WHEREAS, the Holder has agreed not to dispose of one-half of the Units to
be received pursuant to the Sale Agreement for a period of six months from the
date of issuance (the "Six-Month Units") and has further agreed not to dispose
of the remaining one-half of the Units to be received pursuant to the Sale
Agreement for a period of twelve months from the date of issuance (the
"Twelve-Month Units").
NOW, THEREFORE, in consideration of the mutual promises and agreements set
forth herein, and other valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto hereby agree as follows:
1. Registration.
(a) Initial Registration. No later than 120 days after the date of this
Agreement, the Company shall cause to be filed a registration statement (the
"Initial Registration Statement") under Rule 415 under the Securities Act of
1933, as amended (the "Securities Act") relating to the sale by the Holder of
its Registrable Shares (as hereinafter defined) issued upon the redemption of
the Six-Month Units (the "Initial Registered Shares"). As used in this
Agreement, the term "Registrable Shares" means shares of Common Stock issued or
to be issued to the Holder upon redemption or in exchange for its Units,
excluding (A) Common Stock for which a Registration Statement relating to the
sale thereof shall have become effective under the Securities Act and which have
been disposed of under such Registration Statement, (B) Common Stock sold
pursuant to Rule 144 under the Securities Act or (C) Common Stock eligible for
sale pursuant to Rule 144(k) under the Securities Act. The Company shall use
reasonable efforts to cause such Initial Registration Statement to be declared
effective by the Securities and Exchange Commission (the "SEC") for the
Initially Registered Shares as soon as practicable thereafter but in no event
later than six months after the date of this Agreement. The Company agrees to
use reasonable efforts to keep the Initial Registration Statement continuously
effective until the earliest of (a) the date on which the Holder no longer holds
any Registrable Shares registered under the Initial Registration Statement, (b)
the date on which the Registrable Shares may be sold by the Holder pursuant to
Rule 144(k) under the Securities Act or (c) the date which is the later of two
years after the effective date of the Initial Registration Statement and two and
one-half years after the date of this Agreement.
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(b) Demand Registration. At any time after two and one-half years after the
date of this Agreement until the earlier of (i) the seven and one-half year
anniversary of this Agreement or (ii) the date on which all of the Registrable
Shares have become eligible for sale pursuant to Rule 144(k) promulgated under
the Securities Act, subject to the conditions set forth in this Agreement, the
Holder may request that the Company cause to be filed, a registration statement
(a "Demand Registration Statement") under Rule 415 under the Securities Act
relating to the sale by the Holder of its Registrable Shares issued upon the
redemption of the Six-Month Units in accordance with the terms hereof. The
Company shall use reasonable efforts to cause such Demand Registration Statement
to be declared effective by the SEC for all Registrable Shares which the Company
has been requested to register as soon as practicable thereafter. The Company
agrees to use reasonable efforts to keep the Demand Registration Statement
continuously effective until the earliest of (a) the date on which the Holder no
longer holds any Registrable Shares registered under the Demand Registration
Statement, (b) the date on which the Registrable Shares may be sold by the
Holder pursuant to Rule 144(k) promulgated under the Securities Act or (c) the
date which is two (2) years from the effective date of such Demand Registration
Statement. The Company shall not be required to file and effect a new Demand
Registration Statement pursuant to this Section 1(b) until a period of twelve
(12) months has elapsed from the termination of the registration statement with
respect to Registrable Shares covered by a prior registration request. The
Company shall not be required to file and effect more than two Demand
Registration Statements pursuant to this Section 1(b).
(c) Piggyback Registration. If at any time while any Registrable Shares are
outstanding the Company proposes to file a registration statement under the
Securities Act with respect to an offering of Common Stock solely for cash
(other than a registration statement (i) on Form S-8 or any successor form or in
connection with any employee or director welfare, benefit or compensation plan,
(ii) on Form S-4 or any successor form or in connection with an exchange offer,
(iii) in connection with a rights offering exclusively to existing holders of
Common Stock, or (iv) in connection with an offering solely to employees of the
Company or its affiliates), whether or not for its own account (a "Piggyback
Registration Statement"), the Company shall give written notice of such proposed
filing at least fifteen (15) business days before filing to the Holder. The
notice referred to in the preceding sentence shall offer the Holder the
opportunity to register such amount of Registrable Shares as the Holder may
request (a "Piggyback Registration"). Subject to the provisions of Section 2
below, the Company shall include in such Piggyback Registration all Registrable
Shares requested to be included in the registration for which the Company has
received written requests for inclusion therein within ten (10) business days
after the notice referred to above has been given by the Company to the Holder.
The Holder shall be permitted to withdraw all or part of the Registrable Shares
from a Piggyback Registration at any time prior to the effective date of such
Piggyback Registration. If a Piggyback Registration is an underwritten
registration on behalf of the Company and the managing underwriter advises the
Company that the total number of shares of Common Stock requested to be included
in such registration exceeds the number of shares of Common Stock which can be
sold in such offering, the Company will include in such registration in the
following priority: (i) first, all shares of Common Stock the Company proposes
to sell and (ii) second, up to the full number of applicable Registrable
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Shares requested to be included in such registration and, which in the opinion
of such managing underwriter, can be sold without adversely affecting the price
range or probability of success of such offering, which shall be allocated among
the Holder and all other stockholders requesting registration on a pro rata
basis. No Registrable Securities or other shares of Common Stock requested to be
included in a registration pursuant to demand registration rights shall be
excluded from the underwriting unless all securities requested to be included in
a registration pursuant to piggyback registration rights are first excluded.
(d) Registration Statement Covering Issuance of Common Stock. At least 45
days prior to the first date upon which the Twelve-Month Units held by the
Holder may be redeemed (or such other date as may be required under applicable
provisions of the Securities Act), the Company shall cause to be filed a
registration statement (the "Issuance Registration Statement") under Rule 415
under the Securities Act relating to the issuance to the Holder of registered
shares of Common Stock (i.e., without legend pursuant to Rule 502(d)(3) under
the Securities Act) upon the redemption of or in exchange for its Twelve-Month
Units. Thereupon, the Company shall use reasonable efforts to cause such
Registration Statement to be declared effective by the SEC for all shares of
Common Stock covered thereby as soon as practicable thereafter but in no event
later than twelve months after the date of this Agreement. The Company agrees to
use reasonable efforts to keep the Issuance Registration Statement continuously
effective until the date on which the Holder has redeemed or exchanged all of
its Twelve-Month Units for Common Stock. In the event that the Company is unable
to cause such Registration Statement to be declared effective by the SEC or is
unable to keep such Registration Statement effective until the date on which the
Holder has redeemed or exchanged its Twelve-Month Units for Common Stock, then
the rights of the Holder set forth in Section 1(b) and 1(c) above shall apply to
Common Stock received upon the redemption of Twelve-Month Units, as well as
Six-Month Units. The Initial Registration Statement, any Demand Registration
Statement, Piggyback Registration Statement or Issuance Registration Statement
are sometimes referred to as a "Registration Statement."
2. Registration Procedures.
(a) The Company shall notify the Holder of the effectiveness of the
Registration Statement and shall furnish to the Holder such number of copies of
the Registration Statement (including any amendments, supplements and exhibits),
the prospectus contained therein (including each preliminary prospectus), any
documents incorporated by reference in the Registration Statement and such other
documents as the Holder may reasonably request in order to facilitate its sale
of the Registrable Shares in the manner described in the Registration Statement.
(b) The Company shall prepare and file with the SEC from time to time such
amendments and supplements to the Registration Statement and prospectus used in
connection therewith as may be necessary to keep the Registration Statement
effective and to comply with the provisions of the Securities Act with respect
to the disposition of all the Registrable Shares until the earlier of (i) such
time as all of the Registrable Shares have been issued (pursuant to the Issuance
Registration Statement) or disposed of (pursuant to the Initial Registration
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Statement, a Demand Registration Statement or a Piggyback Registration
Statement) in accordance with the intended methods of disposition by the Holder
as set forth in the Registration Statement or (ii) the date on which the
Registration Statement ceases to be effective in accordance with the terms of
Section 1. Upon ten (10) business days' notice, the Company shall file any
supplement or post-effective amendment to the Registration Statement with
respect to the Holder's interests in or plan of distribution of Registrable
Shares that is reasonably necessary to permit the sale of the Holder's
Registrable Shares pursuant to the Registration Statement.
(c) The Company shall file any necessary listing applications or amendments
to the existing applications to cause the shares to be listed or quoted on the
primary exchange or quotation system on which the Common Stock is then listed or
quoted.
(d) The Company shall promptly notify the Holder of, and confirm in
writing, any request by the SEC for amendments or supplements to the
Registration Statement or the prospectus related thereto or for additional
information. In addition, the Company shall promptly notify the Holder of, and
confirm in writing, the filing of the Registration Statement, any prospectus
supplement related thereto or any post-effective amendment to the Registration
Statement and the effectiveness of any post-effective amendment.
(e) The Company shall promptly notify the Holder, at any time when a
prospectus relating to the Registration Statement is required to be delivered
under the Securities Act, of the happening of any event as a result of which the
prospectus included in the Registration Statement, as then in effect, includes
an untrue statement of a material fact or omits to state any material fact
required to be stated therein or necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading. In such
event and subject to paragraph 7 of this Agreement, the Company shall promptly
prepare and furnish to the Holder a reasonable number of copies of a supplement
to or an amendment of such prospectus as may be necessary so that, as thereafter
delivered to the purchasers of Registrable Shares, such prospectus shall not
include an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein, in
light of the circumstances under which they are made, not misleading.
3. State Securities Laws. Subject to the conditions set forth in this
Agreement, the Company shall, promptly upon the filing of a Registration
Statement including Registrable Shares, file such documents as may be necessary
to register or qualify the Registrable Shares under the securities or "Blue Sky"
laws of such states as the Holder may reasonably request, and the Company shall
use reasonable efforts to cause such filings to become qualified; provided,
however, that the Company shall not be obligated to qualify as a foreign
corporation to do business under the laws of any such state in which it is not
then qualified or to file any general consent to service of process in any such
state. Once qualified, the Company shall use reasonable efforts to keep such
filings qualified until the earlier of (a) such time as all of the Registrable
Shares have been disposed of in accordance with the intended methods of
disposition by the Holder as set forth in the Registration Statement, (b) in the
case of a particular state, the Holder has notified the Company that it no
longer requires qualified filing
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in such state in accordance with its original request for filing or (c) the date
on which the Registration Statement ceases to be effective. The Company shall
promptly notify the Holder of, and confirm in writing, the receipt by the
Company of any notification with respect to the suspension of the qualification
of the Registrable Shares for sale under the securities or "Blue Sky" laws of
any jurisdiction or the initiation or threat of any proceeding for such purpose.
4. Expenses. The Company shall bear all expenses incurred in connection
with the registration of the Registrable Shares pursuant to Section 1(a), 1(c)
and Section 1(d) of this Agreement. The Holder shall bear all expenses incurred
by the Company in connection with a registration pursuant to Section 1(b) of
this Agreement. Such expenses shall include, without limitation, all printing,
legal and accounting expenses incurred by the Company and all registration and
filing fees imposed by the SEC, any state securities commission or the New York
Stock Exchange or, if the Common Stock is not then listed on the New York Stock
Exchange, the principal national securities exchange or national market system
on which the Common Stock is then traded or quoted. In addition, the Holder
shall be responsible for any brokerage or underwriting commissions and taxes of
any kind (including, without limitation, transfer taxes) with respect to any
disposition, sale or transfer of Registrable Shares and for any legal,
accounting and other expenses incurred by it.
5. Indemnification by the Company. The Company agrees to indemnify the
Holder and its officers, directors, employees, agents, representatives and
affiliates, and each person or entity, if any, that controls the Holder within
the meaning of the Securities Act, and each other person or entity, if any,
subject to liability because of his, her or its connection with the Holder, and
any underwriter and any person who controls the underwriter within the meaning
of the Securities Act (an "Indemnitee") against any and all losses, claims,
damages, actions, liabilities, costs and expenses (including without limitation
reasonable attorneys' fees, expenses and disbursements documented in writing),
joint or several, arising out of or based upon any untrue or alleged untrue
statement of material fact contained in the Registration Statement or any
prospectus contained therein, or any omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading, except insofar as and to the extent that such statement or
omission arose out of or was based upon information regarding the Indemnitee or
its plan of distribution which was furnished to the Company by the Indemnitee
for use therein, provided, further that the Company shall not be liable to any
person who participates as an underwriter in the offering or sale of Registrable
Shares or any other person, if any, who controls such underwriter within the
meaning of the Securities Act, in any such case to the extent that any such
loss, claim, damage, liability (or action or proceeding in respect thereof) or
expense arises out of or is based upon (i) an untrue statement or alleged
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untrue statement or omission or alleged omission made in such Registration
Statement, any such preliminary prospectus, final prospectus, summary
prospectus, amendment or supplement in reliance upon and in conformity with
information furnished to the Company for use in connection with the Registration
Statement or the prospectus contained therein by such Indemnitee or (ii) such
Indemnitee's failure to send or give a copy of the final prospectus furnished to
it by the Company at or prior to the time such action is required by the
Securities Act to the person claiming an untrue statement or alleged untrue
statement or omission or alleged omission if such statement or omission was
corrected in such final prospectus. The obligations of the Company under this
Section 5 shall survive the completion of any offering of Registrable Shares
pursuant to a Registration Statement under this Agreement or otherwise and shall
survive the termination of this Agreement.
6. Covenants of the Holder. The Holder hereby agrees (a) to cooperate with
the Company and to furnish to the Company all such information in connection
with the preparation of the Registration Statement and any filings with any
state securities commissions as the Company may reasonably request, (b) to
deliver or cause delivery of the prospectus contained in the Registration
Statement to any purchaser of the shares covered by the Registration Statement
from the Holder, (c) to notify the Company of any sale of Registrable Shares by
such Holder and (d) to indemnify the Company, its officers, directors,
employees, agents, representatives and affiliates, and each person, if any, who
controls the Company within the meaning of the Securities Act, and each other
person, if any, subject to liability because of his connection with the Company,
against any and all losses, claims, damages, actions, liabilities, costs and
expenses arising out of or based upon (i) any untrue statement or alleged untrue
statement of material fact contained in either the Registration Statement or the
prospectus contained therein, or any omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading, if and to the extent that such statement or omission arose out
of or was based upon information regarding the Holder or its plan of
distribution which was furnished to the Company by the Holder, in writing, for
use therein, or (ii) the failure by the Holder to deliver or cause to be
delivered the prospectus contained in the Registration Statement (as amended or
supplemented, if applicable) furnished by the Company to the Holder to any
purchaser of the shares covered by the Registration Statement from the Holder.
Notwithstanding the foregoing, (i) in no event will a Holder have any obligation
under this Section 6 for amounts the Company pays in settlement of any such
loss, claim, damage, liability or action if such settlement is effected without
the consent of the Holder (which consent shall not be unreasonably withheld) and
(ii) the total amount for which a Holder shall be liable under this Section 6
shall not in any event exceed the aggregate proceeds received by him or it from
the sale of the Holder's Registrable Shares in such registration. The
obligations of the Holders under this Section 6 shall survive the completion of
any offering of Registrable Shares pursuant to a Registration Statement under
this Agreement or otherwise and shall survive the termination of this Agreement.
7. Suspension of Registration Requirement.
(a) The Company shall promptly notify the Holder of, and confirm in
writing, the issuance by the SEC of any stop order suspending the effectiveness
of the Registration Statement or the initiation of any proceedings for that
purpose. The Company shall use reasonable efforts to obtain the withdrawal of
any order suspending the effectiveness of the Registration Statement at the
earliest possible moment.
(b) Notwithstanding anything to the contrary set forth in this Agreement,
the Company's obligation under this Agreement to use reasonable efforts to cause
the Registration
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Statement and any filings with any state securities commission
to be made or to become effective or to amend or supplement the Registration
Statement shall be suspended in the event and during such period pending
negotiations relating to, or consummation of, a transaction or the occurrence of
an event that would require additional disclosure of material information by the
Company in the Registration Statement or such filing, as to which the Company
has a bona fide business purpose for preserving confidentiality (such
circumstances being hereinafter referred to as a "Suspension Event") that would
make it impractical or unadvisable to cause the Registration Statement or such
filings to be made or to become effective or to amend or supplement the
Registration Statement, but such suspension shall continue only for so long as
such event or its effect is continuing but in no event will that suspension
exceed sixty (60) days. The Company agrees not to exercise the rights set forth
in this Section 7(b) more than twice in any twelve month period. The Company
shall notify the Holder of the existence of any Suspension Event.
(c) Each holder of Registrable Shares whose Registrable Shares are covered
by a Registration Statement filed pursuant to Section 1(a), (b) or (c) hereof
agrees, if requested by the Company in the case of a nonunderwritten offering (a
"Nonunderwritten Offering") or if requested by the managing underwriter or
underwriters in an underwritten offering (an "Underwritten Offering,"
collectively with Nonunderwritten Offering, the "Offering"), not to effect any
public sale or distribution of any of the securities of the Company of any class
included in such Offering, including a sale pursuant to Rule 144 or Rule 144A
under the Securities Act (except as part of such Underwritten Offering), during
the 15-day period prior to, and during the 60-day period beginning on, the date
of pricing of each such Offering, to the extent timely notified in writing by
the Company or the managing underwriters.
8. Black-Out Period. Following the effectiveness of the Registration
Statement and the filings with any state securities commissions, the Holder
agrees that it will not effect any sales of the Registrable Shares pursuant to
the Registration Statement or any such filings at any time after it has received
notice from the Company to suspend sales as a result of the occurrence or
existence of any Suspension Event, during any Offering, or so that the Company
may correct or update the Registration Statement or such filing pursuant to
Section 2(d) or 2(e). The Holder may recommence effecting sales of the
Registrable Shares pursuant to the Registration Statement or such filings
following further notice to such effect from the Company, which notice shall be
given by the Company not later than five (5) business days after the conclusion
of any such Suspension Event.
9. Additional Shares. The Company, at its option, may register, under any
registration statement and any filings with any state securities commissions
filed pursuant to this Agreement, any number of unissued shares of Common Stock
or any shares of Common Stock owned by any other shareholder or shareholders of
the Company. Notwithstanding the foregoing, the Company will not hereafter enter
into any agreement with respect to its securities which is inconsistent with,
violates or materially adversely affects the rights granted to the Holder in
this Agreement.
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10. Contribution. If the indemnification provided for in Sections 5 and 6
is unavailable to an indemnified party with respect to any losses, claims,
damages, actions, liabilities, costs or expenses referred to therein or is
insufficient to hold the indemnified party harmless as contemplated therein,
then the indemnifying party, in lieu of indemnifying such indemnified party,
shall contribute to the amount paid or payable by such indemnified party as a
result of such losses, claims, damages, actions, liabilities, costs or expenses
in such proportion as is appropriate to reflect the relative fault of the
Company, on the one hand, and the Holder, on the other hand, in connection with
the statements or omissions which resulted in such losses, claims, damages,
actions, liabilities, costs or expenses as well as any other relevant equitable
considerations. The relative fault of the Company, on the one hand, and of the
Holder, on the other hand, shall be determined by reference to, among other
factors, whether the untrue or alleged untrue statement of a material fact or
omission to state a material fact relates to information supplied by the Company
or by the Holder and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission;
provided, however, that in no event shall the obligation of any indemnifying
party to contribute under this Section 10 exceed the amount that such
indemnifying party would have been obligated to pay by way of indemnification if
the indemnification provided for under Sections 5 or 6 hereof had been available
under the circumstances.
The Company and the Holder agree that it would not be just and equitable if
contribution pursuant to this Section 10 were determined by pro rata allocation
or by any other method of allocation that does not take account of the equitable
considerations referred to in the immediately preceding paragraph.
No indemnified party guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any indemnifying party who was not guilty of such fraudulent
misrepresentation.
11. Rule 144. The Company agrees to use best efforts to file all reports
required to be filed by it under the Securities Act and the Exchange Act of
1934, as amended (or, if the Company is not required to file such reports, it
will, upon the request of the Holder, make publicly available other information
so long as necessary to permit sales under Rule 144 under the Securities Act),
and it will take such further action as the Holder may reasonably request, all
to the extent required from time to time to enable the Holder to sell
Registerable Securities without registration under the Securities Act within the
limitation of the exemptions provided by (i) Rule 144 under the Securities Act,
as such rules may be amended from time to time, or (ii) any similar rule or
regulation hereafter adopted by the SEC.
12. No Other Obligation to Register. Except as otherwise expressly provided
in this Agreement, the Company shall have no obligation to the Holder to
register the Registrable Shares under the Securities Act.
13. Amendments and Waivers. The provisions of this Agreement may not be
amended, modified or supplemented without the prior written consent of the
Company and the Holder.
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14. Notices. Except as set forth below, all notices and other
communications provided for or permitted hereunder shall be in writing and shall
be deemed to have been duly given if delivered personally or sent by telex or
telecopier, registered or certified mail (return receipt requested), postage
prepaid or courier or overnight delivery service to the Company at the following
address and to the Holder at the address set forth on his signature page to this
Agreement (or at such other address for any party as shall be specified by like
notice, provided that notices of a change of address shall be effective only
upon receipt thereof), and further provided that in case of directions to amend
the Registration Statement pursuant to Section 2(b) or Section 6, the Holder
must confirm such notice in writing by overnight express delivery with
confirmation of receipt:
If to the Company: Beacon Properties Corporation
50 Rowes Wharf
Boston, MA 02110
Attn: Alan M. Leventhal,
Chief Executive Officer
With a copy to: Goodwin, Procter & Hoar LLP
Exchange Place
Boston, MA 02109
Attn: Gilbert G. Menna, P.C.
15. Successors and Assigns. This Agreement shall be binding upon and inure
to the benefit of the successors and assigns of the Company. This Agreement may
not be assigned by the Holder except in connection with (a) the sale of any
Registrable Shares received upon the conversion of Twelve-Month Units, or (b)
the sale of all Registrable Shares received upon the conversion of Six-Month
Units and any attempted assignment hereof by any Holder in violation of the
foregoing will be void and of no effect and shall terminate all obligations of
the Company hereunder with respect to such Holder. Any person or entity to which
this Agreement is assigned shall be considered a Holder hereunder.
16. Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.
17. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Maryland applicable to contracts made
and to be performed wholly within said State.
18. Severability. In the event that any one or more of the provisions
contained herein, or the application thereof in any circumstances, is held
invalid, illegal or unenforceable in any respect for any reason, the validity,
legality and enforceability of any such provision in every other respect and of
the remaining provisions contained herein shall not be in any way
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impaired thereby, it being intended that all of the rights and privileges of the
parties hereto shall be enforceable to the fullest extent permitted by law.
19. Entire Agreement. This Agreement is intended by the parties as a
final expression of their agreement and intended to be the complete and
exclusive statement of the agreement and understanding of the parties hereto in
respect of the subject matter contained herein. There are no restrictions,
promises, warranties or undertakings, other than those set forth or referred to
herein, with respect to such subject matter. This Agreement supersedes all prior
agreements and understandings between the parties with respect to such subject
matter.
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first written above.
BEACON PROPERTIES CORPORATION
/s/ Charles H. Cremens
----------------------------------
Name: Charles H. Cremens
Title: Senior Vice President
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Registration Rights Agreement
Holder Signature Page
METROPOLITAN LIFE INSURANCE
COMPANY
/s/ Jeffrey S. Moe
----------------------------------
By: Jeffrey S. Moe
Title: Assistant Vice President
Address:
Metropolitan Life Insurance Company
Equity Investments & Sales
2021 Spring Road - Suite 350
Oak Brook, IL 60521
Fax: (630) 574-5695
Attn: Jeffrey S. Moe, Esq.
Copy to:
Katten Muchin & Zavis
525 W. Monroe, Suite 1600
Chicago, IL 60661
Fax: (312) 902-1061
Attn: Nina B. Matis, Esq.
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