EXHIBIT 2
REDEMPTION AGREEMENT
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This Redemption Agreement (this "Agreement") is entered into as of
August 15, 2001, by and among G&L Realty Partnership , L.P. (the "Partnership"),
Xxxxxx X. Xxxxxxxx and Xxxxxx X. Xxxxxxxx (each a "Partner" and, collectively,
the "Partners").
RECITALS
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WHEREAS, each Partner is a limited partner under the Agreement of Limited
Partnership of G&L Realty Partnership, L.P., dated as of November 15, 1993, as
amended through the date hereof (the "Partnership Agreement");
WHEREAS, each Partner desires to have the number of Partnership Units set
forth opposite his name on Schedule 1 hereto (collectively, the "Redeemed
Units") redeemed by the Partnership and the Partnership desires to redeem such
Redeemed Units for the property set forth herein;
NOW THEREFORE, in consideration of and subject to the mutual agreements,
terms and conditions contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereby agree as follows:
AGREEMENT
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1. Effective as of the date of this Agreement, the Partnership hereby
redeems and repurchases from the Partners, and the Partners hereby transfer and
convey to the Partnership, the Redeemed Units. Each Partner acknowledges
receipt from the Partnership of the number of shares of common stock of G&L
Realty Corp., par value $.01 per share ("Shares"), set forth opposite his name
on Schedule 1 hereto representing payment in full of the purchase price for the
Redeemed Units.
2. This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original, but such counterparts together shall
constitute one and the same instrument.
3. This Agreement shall be governed by and construed in accordance with
the laws of the State of Delaware (without regard to the choice of law
provisions thereof).
4. After the date hereof, each party hereto shall take such other actions
as the other parties may reasonably request to consummate or implement the
transactions contemplated hereby or to evidence such events or matters.
5. Representations and Warranties of the Partners:
Each Partner, with respect to himself, hereby represents and warrants
to the Partnership as follows:
(i) The Partner understands that (a) the Shares have not been
registered under the Securities Act of 1933, as amended (the
"Securities Act") , or the securities or Blue Sky laws of any
state, (b) the Shares are being offered and sold in reliance on
exemptions from the registration requirements of the Securities
Act and such state laws, and (c) the Partnership is relying to a
material degree on the representations and warranties contained
herein to determine whether it may distribute the Shares to the
Partners pursuant to such exemption.
(ii) The Partner has such knowledge and experience in financial, tax
and business matters so as to enable the Partner to evaluate the
merits and risks of this investment and to make an informed
investment decision with respect thereto.
(iii) The Partner is an "accredited investor" as such term is defined
under Rule 501 of Regulation D of the General Rules and
Regulations under the Securities Act of 1933.
(iv) The Partner is acquiring the Shares for the Partner's own account
for investment only, and not with a view towards their
distribution. The Partner understands and acknowledges that the
Shares may not be offered, sold or otherwise transferred except
in compliance with the registration requirements of the
Securities Act, or any other applicable securities law, or
pursuant to an exemption therefrom or in a transaction not
subject thereto, and the Shares will bear a legend to that
effect.
IN WITNESS WHEREOF, this Agreement has been duly executed and delivered as
of the date first above written.
G&L REALTY PARTNERSHIP, L.P.
By: G&L Realty Corp.,
its general partner
By: _____________________________
Name:
Title:
____________________________________
XXXXXX X. XXXXXXXX
____________________________________
XXXXXX X. XXXXXXXX
SCHEDULE 1
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Name Redeemed Units Shares Received
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Xxxxxx X. Xxxxxxxx 14,138 14,138
Xxxxxx X. Xxxxxxxx 45,862 45,862
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60,000 60,000
