EXHIBIT 99.2
SHAREHOLDER'S AGREEMENT
This SHAREHOLDER'S AGREEMENT (this "Shareholder's Agreement"), dated
October 1, 1998, is made by and among ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇ ▇. Aston and
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ (the "Shareholders") and APARTMENT INVESTMENT AND
MANAGEMENT COMPANY, a Maryland corporation ("AIMCO"). Each of the
Shareholders is a shareholder of Insignia Properties Trust, a Maryland real
estate investment trust ("IPT").
l. On the date hereof, AIMCO has acquired a majority of the issued
and outstanding shares of beneficial interest of IPT as a result of the
closing of the merger of Insignia Financial Group, a Delaware corporation
("IFG"), with and into AIMCO pursuant to the Amended and Restated Agreement
and Plan of Merger, dated as of May 28, 1998, among IFG, AIMCO and the
other parties named therein.
2. On the date hereof, IPT and AIMCO will enter into the Agreement
and Plan of Merger, dated as of October I, 1998 (the "Merger Agreement"),
between IPT and AIMCO and providing for the merger of IPT with and into
AIMCO on the terms and subject to the conditions set forth therein.
3. AIMCO is entering into this Shareholder's Agreement in order to
induce IPT to enter into the Merger Agreement.
4. AIMCO hereby agrees that, following a termination of the Merger
Agreement pursuant to Section 8.1(b), 8.1(c) (i) or 8.1(c) (iii) with
respect to every matter that is submitted to a vote of IPT shareholders at
an annual meeting or special matter that is submitted to a vote of IPT share-
holders at an annual or special meeting of shareholders, AIMCO will attend such
meeting and vote, and will cause its affiliates (as that term is defined in
Rule 12b-2 under the Securities Exchange Act of 1934, as amended) to attend
such meeting and vote, all shares of beneficial interest of IPT held by it
or any of them as follows: For the first two annual meetings of IPT
following such a termination, in favor of designees of the Continuing
Trustees (as defined in IPT's bylaws) so that such designees constitute a
majority of the IPT Trustees, and thereafter in favor of designees of the
Continuing Trustees so that such designees constitute one less than a
majority of the IPT Trustees; provided, however, that any nominee of the
Continuing Trustees (other than a nominee of the Continuing Trustees
immediately after the execution of the Merger Agreement) must be reasonably
satisfactory to AIMCO.
5. This Shareholder's Agreement shall remain in effect for as long as
AIMCO and any of its affiliates own more than 10% of the IPT shares
entitled to vote but shall terminate upon consummation of the Merger.
6. If for whatever reason any provision of this Shareholder's
Agreement is determined to be invalid or unenforceable, a suitable and
equitable provision shall be substituted therefor in order to carry out, so
far as may be valid and enforceable, the intent and purpose hereof. If
paragraph 4 hereof is determined to be invalid or unenforceable, AIMCO
agrees to provide to the Trustees of IPT who are either Trustees
immediately prior to the execution and delivery of the Merger Agreement or
whose election to the Board of Trustees is designated by such Trustees or
their successors (i.e., Trustees that are not AIMCO-nominated Trustees) its
proxy to vote its IPT shares. The proxy shall be in form and substance
satisfactory to such Trustees, shall have a term of not less than 10 years
and shall, being coupled with an interest, state that it is irrevocable.
7. AIMCO is entering into this Shareholder's Agreement for the
benefit of the Shareholders, IPT and for the benefit of all shareholders of
IPT other than AIMCO and its affiliates.
8. (a) This Shareholder's Agreement shall be governed by and
construed in accordance with the laws of the State of Maryland, without
giving effect to its conflicts of laws provisions.
(b) This Shareholder's Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
(c) This Shareholder's Agreement may not be amended or modified
except in writing between the parties hereto.
IN WITNESS WHEREOF, the parties have executed this Shareholder's
Agreement as of the day and year first above written.
APARTMENT INVESTMENT AND
MANAGEMENT COMPANY
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇ (SEAL)
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇
Title: Executive Vice President
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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/s/ ▇▇▇▇▇ ▇. Aston
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▇▇▇▇▇ ▇. Aston
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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