UNITHOLDER AGREEMENT



         THIS UNITHOLDER AGREEMENT (this "Agreement"), is entered into as of

                                          ---------

October __, 2001, by and among CALWEST INDUSTRIAL PROPERTIES, LLC, a California

limited liability company ("Calwest"), ROOSTER ACQUISITION CORP., a Maryland

                            -------

corporation and wholly-owned subsidiary of Calwest ("Rooster Acquisition

                                                     -------------------

Corp."), CABOT INDUSTRIAL TRUST, a Maryland real estate investment trust

----

("Cabot"), CABOT INDUSTRIAL PROPERTIES, L.P., a Delaware limited partnership

  -----

("Cabot OP") and the holder identified on Schedule 1 hereto (the "Holder").

  --------                                                        ------



         A. The Holder is, as of the date hereof, the record and beneficial

owner of the number of partnership units issued to the limited partners of Cabot

OP evidencing ownership in Cabot (the "LP Units") as set forth on Schedule 1

hereto;



         B. Concurrently herewith, Calwest, Rooster Acquisition Corp., Cabot and

Cabot OP have entered into an Agreement and Plan of Merger, dated as of the date

hereof (the "Merger Agreement"), which provides, among other things, for Rooster

             ----------------

Acquisition Corp. to conduct a tender offer (the "Offer") for all of the issued

                                                  -----

and outstanding common stock of Cabot ("Cabot Common Shares") and the merger

                                        -------------------

(the "Merger") of Rooster Acquisition Corp. with and into Cabot with Cabot

      ------

continuing as the surviving entity; and





         C. As a condition to the willingness of Calwest and Rooster Acquisition

Corp. to enter into the Merger Agreement and incurring the obligations set forth

therein, including the Offer, and as an inducement and in consideration

therefor, Calwest and Rooster Acquisition Corp. have required the Holder to

enter into this Agreement.



         NOW, THEREFORE, in consideration of the foregoing and the mutual

covenants and agreements set forth herein, and intending to be legally bound

hereby, the parties hereto agree as follows:



         Section 1.   Representations and Warranties of the Holder.  The

                      --------------------------------------------

Holder hereby represents and warrants to Calwest and Rooster Acquisition Corp.

as follows:



                  (a) Such Holder is the record and beneficial owner of the LP

Units set forth opposite his, her or its name on Schedule 1 to this Agreement.



                  (b) Such Holder, if an individual, has the legal capacity to

execute and deliver this Agreement and to consummate the transactions

contemplated hereby. Such Holder, if a corporation, partnership or limited

liability company, is an entity duly organized and validly existing under the

laws of the jurisdiction in which it is incorporated, formed or constituted, and

such Holder has all requisite power and authority to execute and deliver this

Agreement and to consummate the transactions contemplated hereby, and has taken

all necessary action to authorize the execution, delivery and performance of

this Agreement.









                                       1



<PAGE>



                  (c) This Agreement has been duly authorized, executed and

delivered by the Holder and constitutes the legal, valid and binding obligation

of such Holder, enforceable against such Holder in accordance with its terms,

except (i) as limited by applicable bankruptcy, insolvency, reorganization,

moratorium and other laws of general application affecting enforcement of

creditors' rights generally, and (ii) the availability of the remedy of specific

performance or injunctive or other forms of equitable relief may be subject to

equitable defenses and would be subject to the discretion of the court before

which any proceeding therefor may be brought.



                  (d) The execution and delivery of this Agreement does not, and

the consummation of the transactions contemplated hereby and compliance with the

terms hereof will not, conflict with, result in any violation of or default

(with or without notice or lapse of time or both) under, any provision of any

trust agreement, loan or credit agreement, note, bond, mortgage, indenture,

lease or other agreement, instrument, permit, concession, franchise, license,

judgment, order, notice, decree, statute, law, ordinance, rule or regulation

applicable to the Holder or to the Holder's property or assets. No consent,

approval, order or authorization of, or registration, declaration or filing

with, any court, administrative agency or commission or other governmental

authority or instrumentality, domestic or foreign, is required by or with

respect to the Holder in connection with the execution and delivery of this

Agreement or the consummation by the Holder of the transactions contemplated

hereby.



                  (e) At the time the Holder tenders his, her or its Shares (as

defined below) into the Offer, the Shares will be held by the Holder, or by a

nominee or custodian for the benefit of the Holder, free and clear of all liens,

claims, security interests, proxies, voting trusts or agreements, options,

rights, adverse claims, understandings or arrangements, or any other

encumbrances whatsoever on title, transfer, or exercise of any rights of the

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC