AGREEMENT OF TRANSFER AND LETTER OF TRANSMITTAL
for Units of
XXXXXX XXXXXXX HISTORIC PROPERTIES II, L.P.
for $20,000 per Unit
Subject to and effective upon acceptance for payment, the undersigned (the
"Seller") hereby sells, assigns, transfers and delivers, and irrevocably directs
any custodian or trustee to sell, assign, transfer and deliver ("Transfer") to
Everest Properties II, LLC, a California limited liability company ("Everest"),
Xxxxx Mill Investor, LLC, a New Jersey limited liability company ("Xxxxx"), and
MPF Pacific Gateway, LLC, a California limited liability company ("MPF")
(Everest, Xxxxx and MPF are referred to herein as the "Purchasers"), all of the
Seller's right, title and interest in such Seller's units of limited partnership
interest ("Units") of XXXXXX XXXXXXX HISTORIC PROPERTIES II, L.P., a Delaware
limited partnership (the "Partnership"), at the cash purchase price of $20,000
per Unit, without interest, less the amount of Distributions (as defined in the
Offer to Purchase) per Unit, if any, made to Seller by the Partnership after the
date of the Offer to Purchase, upon the terms and subject to the conditions set
forth in the Offer to Purchase, dated November 14, 2005, as it may be
supplemented or amended (the "Offer to Purchase") and this Agreement of Transfer
and Letter of Transmittal, as it may be supplemented or amended (the "Letter of
Transmittal," which together with the Offer to Purchase, constitutes the
"Offer").
Such Transfer shall include, without limitation, all rights in, and claims
to, any Partnership profits and losses, cash distributions, legal claims,
settlements and awards, voting rights and other benefits of any nature
whatsoever distributable or allocable to Seller's tendered Units, and all
certificates evidencing the same, and Seller agrees immediately to endorse and
deliver to Purchasers all distribution checks received from the Partnership
after the date upon which the Purchasers purchase Units tendered pursuant to the
Offer. Seller hereby irrevocably constitutes and appoints each Purchaser as the
true and lawful agent and attorney-in-fact of the Seller with respect to all
tendered Units, with full power of substitution (such power of attorney being
deemed to be an irrevocable power coupled with an interest), to vote, inspect
Partnership books and records, change the address of record of tendered Units
prior to or after completion of the Transfer, or act in such manner as any such
attorney-in-fact shall, in its discretion, deem proper with respect to such
Units, to deliver such Units and transfer ownership of such Units on the
Partnership's books maintained by the General Partner of the Partnership,
together with all accompanying evidences of transfer and authenticity to, or
upon the order of, any Purchaser, to execute and deliver in the name and on
behalf of Seller any and all instruments or documents the Partnership or its
General Partner may request in order to complete the Transfer (including without
limitation any additional agreement of transfer, representation and warranty,
indemnity, confirmation of intention to sell Units, or other forms required by
the Partnership or its General Partner), to immediately revoke and withdraw all
prior tenders of Units, to direct any custodian or trustee holding record title
to the Units to do any of the foregoing, including the execution and delivery of
a copy of this Letter of Transmittal, and upon payment by the Purchasers of the
purchase price, to receive all benefits and cash distributions, endorse
Partnership checks payable to Seller and otherwise exercise all rights of
beneficial ownership of such Units. The Purchasers shall not be required to post
bond of any nature in connection with this power of attorney.
Seller hereby represents and warrants to the Purchasers that Seller owns
all Units tendered pursuant to the Offer. Seller further hereby represents and
warrants to Purchasers that Seller has full power and authority to validly sell,
assign, transfer and deliver such Units to the Purchasers, and that when any
such Units are accepted for payment by the Purchasers, the Purchasers will
acquire good and marketable title thereto, free and clear of all claims,
options, restrictions, charges, encumbrances or other interests. If the
undersigned is signing on behalf of an entity, the undersigned declares that he
has authority to sign this document on behalf of such entity.
The undersigned recognizes that under certain circumstances set forth in
the Offer to Purchase (including proration), the Purchasers may not be required
to accept for payment any or all of the Units tendered hereby. In such event,
the undersigned understands that this Letter of Transmittal will be effective to
Transfer only those Units accepted for payment by the Purchasers and any Letter
of Transmittal for Units not accepted for payment may be destroyed by the
Purchasers.
All authority herein conferred or agreed to be conferred shall survive the
death or incapacity or liquidation of Seller and any obligations of the Seller
shall be binding upon the heirs, personal representatives, successors and
assigns of the undersigned. Upon request, Seller will execute and deliver, and
irrevocably directs any custodian to execute and deliver, any additional
documents deemed by the Purchasers to be necessary or desirable to complete the
assignment, transfer and purchase of such Units.
Seller hereby certifies, under penalties of perjury, that (1) the number
shown below on this form as Seller's Taxpayer Identification Number is correct
and (2) Seller is not subject to backup withholding either because Seller is
exempt from backup withholding, has not been notified by the Internal Revenue
Service (the "IRS") that Seller is subject to backup withholding as a result of
a failure to report all interest or dividends, or the IRS has notified Seller
that Seller is no longer subject to backup withholding. Seller hereby also
certifies, under penalties of perjury, that Seller, if an individual, is not a
nonresident alien for purposes of U.S. income taxation, and if not an
individual, is not a foreign corporation, foreign partnership, foreign trust, or
foreign estate (as those terms are defined in the Internal Revenue Code and
Income Tax Regulations). Seller understands that this certification may be
disclosed to the IRS by the Purchasers and that any false statements contained
herein could be punished by fine or imprisonment.
Upon completion and recording of the Transfer, each Purchaser accepts all
of the terms and conditions of the Partnership Agreement, as amended. The Seller
requests that such Purchaser become a substitute limited partner of the
Partnership. The Seller also hereby separately instructs the Partnership and its
General Partner to immediately change the address of Seller's account to such
Purchaser's address. Seller agrees that the Partnership and its General Partner
shall have no liability to Seller for immediately making the address change or
for transferring the Units under this Letter of Transmittal.
All questions as to the validity, form, eligibility (including time of
receipt) and acceptance of a Letter of Transmittal will be determined by the
Purchasers, and such determinations will be final and binding. The Purchasers'
interpretation of the terms and conditions of the Offer (including this Letter
of Transmittal) will also be final and binding. The Purchasers will have the
right to waive any defects or conditions as to the manner of tendering. Any
defects in connection with tenders, unless waived, must be cured within such
time as the Purchasers will determine. This Letter of Transmittal will not be
valid until all defects have been cured or waived.
----------------------------------------- ---------------------------------
[Social Security or Taxpayer ID Number(s)] [Signature of Owner]
----------------------/----------
____________________/____________________ [Print Name] [Date]
[Phone Number] / [Fax or E-mail]
--------------- ---------------------------------
[If Selling Less than [Signature of Co-Owner]
ALL UNITS HELD BY SELLER,
Specify Number] ______________________/__________
[Print Name] [Date]
---------------/-----------------/-----------
[XXX Custodian / Account No. / Phone (if applicable)]
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Forward the completed Letter of Transmittal and
original Partnership Certificate(s) (if available) to:
Everest Properties II, LLC
000 X. Xxx Xxxxxx Xxx., Xxxxx 000
Xxxxxxxx, XX 00000
Attn: Securities Processing Department
(000) 000-0000
Re: Xxxxxx Xxxxxxx Historic Properties II, L.P.
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Instructions To Complete Agreement Of Transfer
================================================================================
TO SELL YOUR UNITS, PLEASE DO THE FOLLOWING:
1. Sign the Agreement, print your name and the date.
2. Provide your social security number.
3. If you are selling less than all your Units, indicate the number you wish
to sell.
4. Be sure to enter your telephone number.
5. If the units are held in an XXX, enter the name of the custodian, your
account number, and the phone number of the custodian.
6. Send the Agreement in the envelope provided.
ADDITIONALLY...
IF YOU OWN THE UNITS JOINTLY WITH ANOTHER INDIVIDUAL:
Please have both owners sign the Agreement.
IF THE OWNER OR A CO-OWNER IS DECEASED:
Please enclose (a) certified copy of the Death Certificate and (b) a Letter
Testamentary or Will showing your beneficial ownership or executor capacity.
IF YOU OWN THE UNITS IN YOUR XXX:
Please provide your XXX account number. This information will be used solely by
your custodian to make certain that the purchase proceeds are properly deposited
in your account.
IF THE UNITS ARE OWNED IN A TRUST, PROFIT SHARING, OR PENSION PLAN:
Attach the first page, signature pages, and the section of the Trust Agreement
showing that the signer has the authority to sign the Agreement on behalf of the
Trust or Plan.
IF THE UNITS ARE OWNED IN A CORPORATION, PARTNERSHIP OR LIMITED LIABILITY
COMPANY:
Attach an original resolution showing that the signer has the authority to sign
the Agreement on behalf of the corporation, partnership or LLC.
================================================================================
Everest Properties II, LLC, 000 X. Xxx Xxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxx,
XX 00000 (800) 611-4613
