CONTRIBUTION AGREEMENT
This Contribution Agreement is entered into on April 30, 1999 (the
"EFFECTIVE DATE") among Baccarat Shoreline, LLC, a California limited liability
company ("BACCARAT"), Xxxx & Xxxx Enterprises, Inc., a California corporation
("BBE"), West Coast Venture Capital Limited, L.P., a California limited
partnership ("WEST COAST"), Xxxxx X. Xxxx, Trustee, 1981 Kara Xxx Xxxx Trust
("TRUST"), Xxxxxxx and Xxxxxxxx Xxxxxxxx ("XXXXXXXX") and Mission West
Properties, L.P. a Delaware limited partnership ("MWP"), in the following
factual context:
A.BBE, West Coast, the Trust and Xxxxxxxx are the only members of Baccarat;
B.Baccarat owns all of the real property and improvements thereon referred
to as L'Avenida in Mountain View, California under the terms of the Pending
Projects Acquisition Agreement dated as of December 29, 1998;
C.Baccarat is converting from a California limited liability company to a
Delaware limited liability company under the Delaware General Corporation Law
with the name Mission West Shoreline, LLC ("SHORELINE");
D.After the conversion and by April 30, 1999, BBE, West Coast and Xxxxxxxx
shall contribute all of their interests as members in Baccarat to MWP in
exchange for MWP limited partnership interests referred to as L.P. Units; and
E.Baccarat, BBE, the Trust, and West Coast are members of the "Xxxx
Group," as such term is used in the Pending Projects Acquisition Agreement and
related agreements, and are referred to as the Xxxx Group in this Agreement.
In this factual context, the parties agree as follows:
1. CONTRIBUTION.
Following the conversion of Baccarat into a Delaware limited liability
company, BBE, West Coast, the Trust and Xxxxxxxx shall contribute all of their
right, title and interest in Baccarat to MWP pursuant to the terms of the
Pending Projects Acquisition Agreement, which shall be effective among the
parties hereto as of April 1, 1999 for all purposes. This contribution shall be
self-executing without the need for further documentation upon the effectiveness
of the conversion of Baccarat to Shoreline.
2. INTERESTS IN MWP.
(a) In exchange for the contributions of the Xxxx Group and Xxxxxxxx in
accordance with Section 1, each shall receive, effective as of April 1, 1999, an
interest in MWP with respect to four of the five L'Avenida buildings
representing approximately 415,700 rentable square feet equal to the following
of number of L.P. Units in MWP:
Xxxx Group 10,182,948
Xxxxxxxx 604,073
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TOTAL 10,787,021
(b) In exchange for the contributions of the Xxxx Group and Xxxxxxxx in
accordance with Section 1, each shall receive, effective as of June 1, 1999, an
interest in MWP with respect to the fifth L'Avenida building representing
approximately 100,000 rentable square feet equal to the following number of L.P.
Units in MWP:
Xxxx Group 2,284,110
Xxxxxxxx 135,498
---------
TOTAL 2,419,608
(c) The Xxxx Group L.P. Units allocation shall be determained by BBE, West
Coast, the Trust and Xxxxxxxx by separate agreement. Upon compliance with MWP's
normal requirements for admission, BBE, West Coast, the Trust and Xxxxxxxx shall
become limited partners with respect to these additional L.P. Units with all of
the rights attributable to such L.P. Units under MWP's Agreement of Limited
Partnership.
3. EFFECT OF CONVERSION AND CONTRIBUTION.
At all times the limited liability company, originally known as Baccarat
Shoreline, LLC, shall continue to exist and own its assets, including real
property, and be subject to its liabilities without interruption. Upon the
conversion and contribution, MWP shall be the sole member in the limited
liability company which shall thereafter be a Delaware limited liability company
with the name Mission West Shoreline, LLC. For purposes of the Pending Projects
Acquisition Agreement, the members of Baccarat agree that the value of their
contributions are equal to the sum of the total number of L.P. Units issued or
to be issued by MWP under this Agreement plus the total amount of debt owed by
Baccarat with respect to the L'Avenida project.
4. FURTHER ASSURANCES.
Each party, at any time before or after the contribution and conversion,
shall at its own expense execute, acknowledge and deliver any additional deeds,
assignments, conveyances and other assurances, documents and instruments
reasonably requested by the other party, and shall take any other action
consistent with the terms of this Agreement that may reasonably be requested by
such other party, for the purpose of confirming and effectuating any of the
transactions contemplated by this Agreement.
5. COUNTERPARTS.
This Agreement may be executed in multiple counterparts, each of which
shall be deemed an original and counterpart signature pages may be assembled to
form a single original document. Facsimiles of signature pages shall be
considered the equivalent of ink originals for all purposes.
The parties have executed this Assignment as of the Effective Date.
XXXX & XXXX ENTERPRISES, INC., BACCARAT SHORELINE, LLC
a California corporation
By:____________________________ By:____________________________
Its:___________________________ Its:___________________________
XXXXXXX XXXXXXXX MISSION WEST PROPERTIES, L.P.,
a Delaware limited partnership
______________________________ By: Mission West Properties, Inc.
XXXXXXXX XXXXXXXX Its: General Partner
______________________________ By:_________________________
WEST COAST VENTURE CAPITAL
LIMITED, L.P. Its:_________________________
By: West Coast Venture Capital, Inc.
Its: General Partner
1981 KARA XXX XXXX TRUST
By:_________________________
Its:_________________________ By:___________________________
Xxxxx X. Xxxx
Its: Trustee
