AGREEMENT AND PLAN OF MERGER DATED AS OF APRIL 8, 2010 BY AND AMONG YOUNAN PROPERTIES, L.P. a Maryland limited partnership 5959 TOPANGA FUND MERGER SUB, LLC a Delaware limited liability company AND 5959 TOPANGA FUND, LLC a Delaware limited liability...Merger Agreement • April 9th, 2010 • Younan Properties Inc • California
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of April 8, 2010, by and among Younan Properties, L.P., a Maryland limited partnership (the “Operating Partnership”) and a Subsidiary of Younan Properties, Inc., a Maryland corporation (the “REIT”), 5959 Topanga Fund, LLC, a Delaware limited liability company (the “SPE”), and 5959 Topanga Fund Merger Sub, LLC, a Delaware limited liability company to be formed prior to the Effective Time (defined below) and to be wholly-owned by the Operating Partnership and one or more of its Affiliates (“Merger Sub”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 9th, 2010 • Younan Properties Inc • California
THIS REGISTRATION RIGHTS AGREEMENT is entered into as of , 2010, by and among Younan Properties, Inc., a Maryland corporation (the “Company”), and the holders listed on Schedule I hereto (each an “Initial Holder” and, collectively, the “Initial Holders”).
OPTION AGREEMENT Younan Plaza / 6464 Savoy Street, Houston, TexasOption Agreement • August 10th, 2010 • Younan Properties Inc • Real estate • Texas
THIS OPTION AGREEMENT (this “Agreement”) is made as of ___, 2010 (the “Effective Date”), by and between YOUNAN PROPERTIES, L.P., a Maryland limited partnership (“Optionee” or the “Operating Partnership”), and YOUNAN PLAZA, LLC, a Delaware limited liability company (“Optionor”).
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF YOUNAN PROPERTIES, L.P. a Maryland limited partnership THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),OR THE...Agreement of Limited Partnership • October 18th, 2010 • Younan Properties Inc • Real estate • Maryland
THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF YOUNAN PROPERTIES, L.P., dated as of , 2010, is made and entered into by and among YOUNAN PROPERTIES, INC., a Maryland corporation, as the General Partner and the Persons whose names are set forth on Exhibit A attached hereto, as limited partners, and any Additional Limited Partner that is admitted from time to time to the Partnership and listed on Exhibit A attached hereto.
AMENDED AND RESTATED SUBSCRIPTION AGREEMENT by and among ZAYA S. YOUNAN and YOUNAN PROPERTIES, INC. Dated as of , 2010Subscription Agreement • October 8th, 2010 • Younan Properties Inc • Real estate • California
THIS AMENDED AND RESTATED SUBSCRIPTION AGREEMENT (this “Agreement”) is made and entered into as of , 2010 by and among Younan Properties, Inc., a Maryland corporation (the “Company”), and Zaya S. Younan (the “Investor”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 17th, 2010 • Younan Properties Inc • Real estate • California
THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of , 2010, is entered into by and between Younan Properties, Inc., a Maryland corporation (the “REIT”), Younan Properties, L.P., a Maryland limited partnership (the “Operating Partnership”) and Andres R. Gavinet (the “Executive”).
PROPERTY MANAGEMENT AND LEASING AGREEMENT (One Graystone Centre / 3010 LBJ Freeway, Dallas, Texas)Property Management and Leasing Agreement • July 2nd, 2010 • Younan Properties Inc • Real estate • Texas
THIS PROPERTY MANAGEMENT AND LEASING AGREEMENT (this “Agreement”) is made as of , 2010, by and between ONE GRAYSTONE CENTRE, L.P., a Texas limited partnership (“Owner”), and YOUNAN PROPERTIES, L.P., a Maryland limited partnership (“Manager”), with respect to the following:
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF YOUNAN PROPERTIES, L.P. a Maryland limited partnership THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),OR THE...Limited Partnership Agreement • May 17th, 2010 • Younan Properties Inc • Real estate • Maryland
THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF YOUNAN PROPERTIES, L.P., dated as of , 2010, is made and entered into by and among YOUNAN PROPERTIES, INC., a Maryland corporation, as the General Partner and the Persons whose names are set forth on Exhibit A attached hereto, as limited partners, and any Additional Limited Partner that is admitted from time to time to the Partnership and listed on Exhibit A attached hereto.
AGREEMENT AND PLAN OF MERGER DATED AS OF APRIL 8, 2010 BY AND AMONG YOUNAN PROPERTIES, L.P., a Maryland limited partnership YOUNAN INVESTMENT PROPERTIES, L.P., a Delaware limited partnership AND THE SAE ENTITY MEMBERS as set forth on Schedule I heretoMerger Agreement • April 9th, 2010 • Younan Properties Inc • California
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of April 8, 2010, by and among Younan Properties L.P., a Maryland limited partnership (the “Operating Partnership”) and a subsidiary of Younan Properties, Inc., a Maryland corporation (the “REIT”), Younan Investment Properties, L.P., a Delaware limited partnership (“YIP”), and the entities on Schedule I hereto (each a “SAE Entity Member” and, collectively the “SAE Entity Members”).
YOUNAN PROPERTIES, INC., YOUNAN PROPERTIES, L.P. LTIP UNITS AGREEMENTLtip Units Agreement • October 8th, 2010 • Younan Properties Inc • Real estate • California
THIS LTIP UNITS AGREEMENT (this “Agreement”) is made and entered into as of __________, 2010 (the “Grant Date”), by and between Younan Properties, L.P., a Maryland limited partnership (the “Partnership”), and ______________________ (“Participant”). Capitalized terms used in this Agreement but not otherwise defined herein shall have their respective meanings set forth in the Plan or the Partnership Agreement (each as defined below), as applicable.
OPTION AGREEMENT Younan Plaza / 6464 Savoy Street, Houston, TexasOption Agreement • May 17th, 2010 • Younan Properties Inc • Real estate • Texas
THIS OPTION AGREEMENT (this “Agreement”) is made as of , 2010 (the “Effective Date”), by and between YOUNAN PROPERTIES, L.P., a Maryland limited partnership (“Optionee” or the “Operating Partnership”), and YOUNAN PLAZA, LLC, a Delaware limited liability company (“Optionor”).
AGREEMENT AND PLAN OF MERGER DATED AS OF APRIL 8, 2010 BY AND AMONG YOUNAN PROPERTIES, INC., a California corporation AND YOUNAN PROPERTIES, INC., a Maryland corporationMerger Agreement • April 9th, 2010 • Younan Properties Inc • California
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of April 8, 2010, by and among Younan Properties, Inc., a Maryland corporation (the “REIT”), and Younan Properties, Inc., a California corporation (“YPI”).
REPRESENTATION, WARRANTY AND INDEMNITY AGREEMENTRepresentation, Warranty and Indemnity Agreement • April 9th, 2010 • Younan Properties Inc • California
This REPRESENTATION, WARRANTY AND INDEMNITY AGREEMENT (this “Agreement”) is made and entered into as of April 8, 2010, and is effective as of the Closing Date (as defined below), by and among Younan Properties, Inc., a Maryland corporation (the “REIT”), Younan Properties, L.P., a Maryland limited partnership and subsidiary of the REIT (the “Operating Partnership”, and collectively with the REIT, the “Consolidated Entities”), and Zaya S. Younan, an individual (the “Principal” or the “Indemnifying Party”).
TAX PROTECTION AGREEMENTTax Protection Agreement • October 8th, 2010 • Younan Properties Inc • Real estate • California
This TAX PROTECTION AGREEMENT (this “Agreement”) is entered into as of ____, 2010, by and among Younan Properties, Inc., a Maryland corporation (the “REIT”), Younan Properties, L.P., a Maryland limited partnership (the “Operating Partnership”), each Protected Partner identified as a signatory on Schedule I, as amended from time to time, and each Guarantee Partner identified as a signatory on Schedule II, as amended from time to time.
TAX PROTECTION AGREEMENTTax Protection Agreement • April 9th, 2010 • Younan Properties Inc • California
This TAX PROTECTION AGREEMENT (this “Agreement”) is entered into as of , 2010, by and among Younan Properties, Inc., a Maryland corporation (the “REIT”), Younan Properties, L.P., a Maryland limited partnership (the “Operating Partnership”), and each Protected Partner identified as a signatory on Schedule A, as amended from time to time.
AMENDMENT TO AGREEMENTS AND PLANS OF MERGERAgreements and Plans of Merger • October 8th, 2010 • Younan Properties Inc • Real estate • California
This AMENDMENT TO AGREEMENTS AND PLANS OF MERGER (this “Amendment”) is entered into as of October 8, 2010, by and among Younan Properties, Inc., a Maryland corporation (the “REIT”), Younan Properties, L.P., a Maryland limited partnership (the “Operating Partnership”), Younan Properties, Inc., a California corporation (“YPI”), Younan Investment Properties, L.P., a Delaware limited partnership (“YIP”), each of the entities set forth on Exhibit A hereto (the “YPI Asset Entities”) and each of the entities set forth on Exhibit B hereto (the “Merger Subs”). The REIT, the Operating Partnership, YPI, YIP and the YPI Asset Entities are referred to herein from time to time individually as a “Party” and collectively as the “Parties.” Capitalized terms used herein without definition shall have the meanings assigned to such terms in the Agreements (as defined below).
NONCOMPETITION AGREEMENTNoncompetition Agreement • October 18th, 2010 • Younan Properties Inc • Real estate • California
THIS NONCOMPETITION AGREEMENT (this “Agreement”) is dated as of ______________, 2010, by and among Younan Properties, Inc., a Maryland corporation (the “REIT”), Younan Properties, L.P., a Maryland limited partnership (the “Operating Partnership,” and together with the REIT, the “Company”), and Zaya S. Younan (the “Executive”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Employment Agreement (as defined below).
YOUNAN PROPERTIES, INC. AND YOUNAN PROPERTIES, L.P. 2010 INCENTIVE AWARD PLAN RESTRICTED STOCK AWARD GRANT NOTICE AND RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • October 8th, 2010 • Younan Properties Inc • Real estate • California
Younan Properties, Inc., a Maryland corporation, (the “Company”), pursuant to its 2010 Incentive Award Plan (the “Plan”), hereby grants to the individual listed below (the “Participant”), in consideration of the mutual agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the number of shares of the Company’s Common Stock set forth below (the “Shares”). This Restricted Stock award is subject to all of the terms and conditions as set forth herein and in the Restricted Stock Award Agreement attached hereto as Exhibit A (the “Restricted Stock Agreement”) (including without limitation the Restrictions on the Shares set forth in the Restricted Stock Agreement) and the Plan, each of which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Restricted Stock Award Grant Notice (the “Grant Notice”) and the Restricted Sto
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 8th, 2010 • Younan Properties Inc • Real estate • Maryland
THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the day of , 20 , by and between Younan Properties, Inc., a Maryland corporation (the “Company”), and (“Indemnitee”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 17th, 2010 • Younan Properties Inc • Real estate • California
THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of , 2010, is entered into by and between Younan Properties, Inc., a Maryland corporation (the “REIT”), Younan Properties, L.P., a Maryland limited partnership (the “Operating Partnership”) and Robert Peddicord (the “Executive”).
TAX PROTECTION AGREEMENTTax Protection Agreement • August 10th, 2010 • Younan Properties Inc • Real estate • California
This TAX PROTECTION AGREEMENT (this “Agreement”) is entered into as of , 2010, by and among Younan Properties, Inc., a Maryland corporation (the “REIT”), Younan Properties, L.P., a Maryland limited partnership (the “Operating Partnership”), each Protected Partner identified as a signatory on Schedule I, as amended from time to time, and each Guarantee Partner identified as a signatory on Schedule II, as amended from time to time.
PROPERTY MANAGEMENT AGREEMENTProperty Management Agreement • July 2nd, 2010 • Younan Properties Inc • Real estate • California
For reference purposes only this Property Management Agreement is dated as of June ___, 2010. This Property Management Agreement is entered into between YPI 1010 Lamar, LLC, a Delaware limited liability company (“Owner”) and Younan Properties, L.P., a Maryland limited partnership (“Manager”), who hereby agree as follows:
INDEMNITY ESCROW AGREEMENTIndemnity Escrow Agreement • April 9th, 2010 • Younan Properties Inc • California
This INDEMNITY ESCROW AGREEMENT (this “Agreement”), dated as of April 8, 2010, is made by and among Younan Properties, Inc., a Maryland corporation (the “REIT”), Younan Properties, L.P., a Maryland limited partnership and subsidiary of the REIT (the “Operating Partnership” and collectively with the REIT, the “Consolidated Entities”), and the REIT, acting in the capacity of escrow agent (the “Escrow Agent”). Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to such terms in the Indemnity Agreement (as defined below).
OPTION AGREEMENT (1010 Lamar / Younan Square 1010 Lamar Street, Houston, Texas and 1111 Main Street, Houston, Texas)Option Agreement • August 10th, 2010 • Younan Properties Inc • Real estate • Texas
THIS OPTION AGREEMENT (this “Agreement”) is made as of ___, 2010 (the “Effective Date”), by and between YOUNAN PROPERTIES, L.P., a Maryland limited partnership (“Optionee”), and YPI 1010 LAMAR, LLC, a Delaware limited liability company (“Optionor”).
