STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (this "Agreement") is made as of the ____
day of ________, 1998, by and between the investors identified on Appendix I
to this Agreement (the "Schedule of Purchasers") (individually a "Purchaser"
and collectively the "Purchasers") and Mission West Properties, a California
corporation (the "Company").
RECITALS
WHEREAS, the Company intends to submit to its shareholders for
approval: a $26,100,000 investment in the Company by a group of accredited
investors (the "Xxxxxxx & Xxxxxx Private Placement"); an acquisition by the
Company of the general partnership interest in four limited partnerships in
which the limited partners will receive the right to exchange limited partner
interests for Common Stock (the "Xxxx Acquisition"); the purchase and sale of
shares (the "Shares") of common stock of the Company (the "Common Stock")
pursuant to this Agreement; and the merger of the Company with and into
Mission West Properties, Inc., a Maryland corporation ("Mission
West-Maryland") which will elect to become a Real Estate Investment Trust
(the "Reincorporation Merger"), (collectively the "Proposed Transactions");
WHEREAS, the Company intends to file a Registration Statement on Form
S-4 (the "Registration Statement") to register shares of Common Stock and
other securities to be issued by Mission West-Maryland in exchange for
securities of the Company pursuant to the Securities Act of 1933, as amended
(the "Securities Act') and will deliver to the shareholders of the Company
the proxy statement/prospectus included in such Registration Statement in
connection with the special meeting of shareholders at which the shareholders
will be asked to approve the purchase and sale of the Shares (the "Special
Meeting"); and
WHEREAS, subject to shareholder approval, the Purchasers wish to
purchase from the Company, and the Company wishes to sell to the Purchasers,
the Shares pursuant to the terms of the Agreement.
AGREEMENT
NOW, THEREFORE, the Purchasers and the Company agree as follows:
1. AUTHORIZATION AND SALE OF COMMON STOCK.
1.1. AUTHORIZATION OF THE SHARES. The Board of Directors of the Company has
approved and authorized the Shares for issuance.
1.2. SALE OF THE SHARES. Subject to the terms and conditions hereof, on the
Closing Date (as defined in Section 2.1), the Company will issue and sell to
each Purchaser, and each Purchaser agrees, severally, to purchase from the
Company, the number of Shares of Common Stock specified opposite such
Purchaser's name on the Schedule of Purchasers, as amended from time to time,
at a purchase price of Four Dollars and Fifty Cents ($4.50) per share for the
aggregate purchase price or other consideration set forth opposite each such
Purchaser's name on the Schedule of Purchasers.
1.3. SEPARATE AGREEMENTS. The Company's agreement with each Purchaser is a
separate agreement, and the sale of the shares of Common Stock to each
Purchaser is a separate sale.
2. CLOSING DATE; DELIVERY.
2.1. CLOSING DATE. Subject to shareholder approval, the closing of the
purchase and sale of the Shares hereunder (the "Closing") with each of the
Purchasers shall be held at the offices of the Company at 00000 Xxxxxxx
Xxxxx, Xxxxxxxxx, Xxxxxxxxxx on the first business day immediately following
the Special Meeting, or at such other time and place to which the Company and
Purchasers of a majority of the Shares may agree upon orally or in writing
(the "Closing Date").
2.2. DELIVERY. At the Closing, the Company will deliver to each Purchaser, a
certificate representing the Shares to be purchased by such Purchaser from
the Company (which shall be issued in such Purchaser's name as set forth on
the Schedule of Purchasers) against payment of the applicable purchase price
in immediately available funds by cashier's check or by wire transfer no
later than the 5:00 p.m. on the Closing Date to the Company at Mellon Bank,
Pittsburgh, Pennsylvania, ABA #043 000261, for credit to: Xxxxxxx Xxxxx,
Account #101 1730; for further credit to: Mission West Properties, Account
#291 07M35, or the Company's receipt of other consideration as set forth on
the Schedule of Purchasers. Upon the consummation of the Reincorporation
Merger and after the SEC has declared the Registration Statement effective,
each of the Shares shall be exchanged automatically for one share of Common
Stock of Mission West-Maryland in the manner described in the Registration
Statement.
3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.
The Company hereby represents and warrants to each Purchaser that, subject to
and except as set forth in a Schedule of Exceptions (the "Schedule of
Exceptions") delivered to the Purchasers, specifically identifying the
relevant subsections hereof:
3.1. ORGANIZATION AND STANDING. The Company is a corporation duly organized,
validly existing and in good standing under the laws of the State of
California. The Company has all requisite corporate power and authority to
carry on its business as presently conducted and as proposed to be conducted.
The Company is duly qualified to transact business and is in good standing in
each jurisdiction in which the failure to be so qualified would have a
material adverse effect on its business or properties.
3.2. SUBSIDIARIES. Other than Mission West Executive Aircraft Center, Inc.
and MIT Realty, Inc. (the "Company Subsidiaries") which are wholly owned by
the Company, the Company does not own or control, directly or indirectly, any
interest in any other corporation, association, partnership or other business
entity. As used in this Section 3, references to the Company include the
Company Subsidiaries. The Company is not a participant in any joint venture,
partnership, or similar arrangement.
3.3. CAPITALIZATION. The authorized capital stock of the Company as of the
Closing Date will consist of Two Hundred Million (200,000,000) shares of
Common Stock, of which 1,698,536 shares are issued and outstanding. All such
issued and outstanding shares have been duly authorized and validly issued,
are fully paid
and nonassessable and have been issued in compliance with all applicable
state and federal laws concerning the issuance of securities. The Company has
reserved Five Million Five Hundred Thousand (5,500,000) shares of Common
Stock for issuance under the Company's 1997 Stock Option Plan (the "Plan"),
of which options to acquire 605,000 shares have been granted and are
outstanding as of the date hereof. The Company has also reserved Five Million
Eight Hundred Thousand (5,800,000) shares of Common Stock for issuance
pursuant to the Xxxxxxx & Xxxxxx Private Placement and has reserved the
Shares for issuance hereunder. Except for the foregoing, and the other
securities to be issued in connection with the Proposed Transactions, there
are no outstanding options, warrants, rights (including conversion or
preemptive rights) or agreements for the purchase or acquisition from the
Company of any shares of its capital stock.
3.4. AUTHORIZATION. All corporate action on the part of the Company, its
officers, directors and shareholders necessary for the authorization,
execution and delivery of this Agreement, the performance of all obligations
of the Company hereunder and thereunder, and the authorization, sale and
issuance of the Shares pursuant hereto has been taken or will be taken prior
to the Closing Date. This Agreement, when executed and delivered by the
Company, will constitute a valid and binding obligation of the Company,
enforceable 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) as
limited by laws relating to the availability of specific performance,
injunctive relief, or other equitable remedies.
3.5. VALID ISSUANCE OF COMMON STOCK. The Shares that are being purchased by
the Purchasers hereunder, when issued, sold and delivered in accordance with
the terms of this Agreement for the consideration expressed herein, will be
duly and validly issued, fully paid, and nonassessable, and will be free of
restrictions on transfer other than restrictions on transfer under this
Agreement, and under applicable state and federal securities laws.
3.6. COMPLIANCE WITH OTHER INSTRUMENTS. The Company is not in violation or
default of any term of the Amended and Restated Articles of Incorporation
(the "Articles"), or Bylaws of the Company, nor is the Company in violation
or default of any term of any contract, agreement, instrument, judgment,
decree, order, statute, rule or regulation (collectively, "Instruments and
Laws") to which the Company is subject and a violation of which would have a
material adverse effect on the condition, financial or otherwise, or
operations of the Company. The execution, delivery and performance of this
Agreement, and the consummation of the transactions pursuant hereto, will not
result in a violation of or be in conflict with the Articles or the Bylaws of
the Company or constitute, with or without the passage of time and giving of
notice, a material default under any such Instrument or Law, except where
such violations or defaults, singularly or in the aggregate, would not have a
material adverse effect on the business, operations, property or condition
(financial or otherwise) of the Company, require any consent or waiver (which
has not been obtained) under any such Instrument or Law, or result in the
creation of any lien, encumbrance or charge upon any of the properties or
assets of the Company pursuant to any such Instrument or Law.
3.7. LITIGATION. There are no actions, suits, proceedings or investigations
pending or, to the best of the Company's knowledge, threatened against the
Company.
3.8. GOVERNMENTAL CONSENT, ETC. No consent, approval, order or authorization
of,
or registration, qualification, designation, declaration or filing (other
than filing a proxy statement with the SEC with, any federal, state or local
governmental authority on the part of the Company is required in connection
with the consummation of the transactions contemplated by this Agreement.
3.9. COMPANY SEC INFORMATION. As of their respective filing dates (except as
thereafter amended) all documents that the Company has filed with the SEC
("Company SEC Documents") have complied in all material respects with the
applicable requirements of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and none of the Company SEC Documents has contained any
untrue statement of a material fact or omitted to state a material fact
required to be stated therein or necessary in order to make the statements
made therein, in light of the circumstances under which they were made, not
misleading except to the extent corrected by a subsequently filed Company SEC
Document.
3.10. OFFERING. Subject in part to the truth and accuracy of each
Purchaser's representations set forth in Section 4 of this Agreement, the
offer, sale and issuance of the Shares as contemplated by this Agreement are
exempt from the registration requirements under Section 5 of the Securities
Act, and neither the Company nor any authorized agent acting on its behalf
will take any action hereafter that would cause the loss of such exemption.
3.11. TITLE TO PROPERTY AND ASSETS. The Company owns its property and
assets free and clear of all mortgages, loans, liens and encumbrances, except
such encumbrances and liens which arise in the ordinary course of business
and do not materially impair the Company's ownership or use of such property
or assets. With respect to the property and assets it leases, the Company is
in compliance with such leases and, to the best of its knowledge, holds a
valid leasehold interest free of any liens, claims or encumbrances.
3.12. TAX RETURNS AND PAYMENTS. The Company has filed all tax returns and
reports as required by law. All such returns and reports are true and correct
in all material respects. The Company has paid in full all taxes and other
assessments due.
3.13. APPROVAL BY BOARD OF DIRECTORS. The Board of Directors of the Company
has approved this Agreement and all of the transactions contemplated by this
Agreement.
3.14. FINANCIAL STATEMENTS. The Company has delivered true and accurate
copies of the Company's annual report on SEC Form 10-K for the fiscal years
ended November 30, 1996 and December 31, 1997 to all Purchasers who have
requested such information. The Company shall furnish copies of the
Registration Statement to all Purchasers requesting the same prior to the
Closing. All of the financial statements set forth in such SEC reports are in
accordance with the books and records of the Company, have been prepared in
conformity with generally accepted accounting principles consistently applied
(except as described in the notes included therein), and fairly present the
financial condition of the Company as of the dates thereof and the results of
its operations for the periods then ended, subject, in the case of unaudited
financial statements, to year-end adjustments.
4. REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS.
Each Purchaser severally represents and warrants to the Company as follows:
4.1 EXISTENCE AND POWER. Purchaser, if a corporation, partnership or limited
liability company, is a corporation, partnership or limited liability company
duly organized, validly existing and in good standing under the laws of the
state under which it was organized, with full power and authority to enter
into this Agreement and to perform its obligations under this Agreement.
4.2 AUTHORIZATION. Purchaser's execution, delivery and performance of this
Agreement, and the consummation by Purchaser of the transactions contemplated
by this Agreement have been duly authorized by all requisite corporate,
partnership or limited liability company action of the Purchaser.
4.3 BINDING EFFECT. This Agreement has been duly executed and delivered by
Purchaser, and constitutes a valid and binding agreement of Purchaser.
4.4 CONSENTS AND APPROVALS; NO VIOLATION. Neither the execution and delivery
of this Agreement by Purchaser nor the consummation by Purchaser of the
transactions contemplated hereby will (a) conflict with or result in any
breach of any provision of the articles of incorporation, bylaws, partnership
agreement or operating agreement of Purchaser; (b) require any filing with,
or the obtaining of any permit, authorization, consent or approval of, any
court or governmental or regulatory authority; (c) to the best knowledge of
Purchaser, result in a default (give rise to any right of termination,
cancellation or acceleration) under any of the terms, conditions or
provisions of any note, bond, mortgage, indenture, license, agreement, lease
or other instrument or obligation to which Purchaser is a party or by which
Purchaser or any of its assets may be bound, except for defaults (or rights
of termination, cancellation or acceleration) as to which requisite waivers
or consents have been obtained; or (d) to the best knowledge of Purchaser,
violate any order, writ, injunction, decree, statute, rule or regulation
applicable to Purchaser; or any of its assets; PROVIDED, that the foregoing
clauses (b), (c) and (d) shall not apply to requirements, defaults or
violations which would not have a material adverse effect on the business,
operations or financial condition of Purchaser.
4.5 BROKERS' FEES. No investment banker, broker, finder or other intermediary
has been retained by or is authorized to act on behalf of Purchaser who might
be entitled to any fee or commission from the Company upon consummation of
the transactions contemplated by this Agreement.
4.6 SUITABILITY. Purchaser is an "accredited investor" or is represented by
a "purchaser representative" as defined in Rule 501 of Regulation D
promulgated under the Securities Act.
4.7 INVESTMENT. Purchaser is acquiring the number of Shares set forth
opposite Purchaser's name on the Schedule of Purchasers for investment for
Purchaser's own account and not with a view to, or for resale in connection
with, any distribution of the Shares. Purchaser understands that the Shares
have not been registered under the Securities Act by reason of a specific
exemption from the registration provisions of the Securities Act which
depends upon, among other things, the BONA FIDE nature of Purchaser's
investment intent as expressed herein.
4.8 RULE 144. Purchaser acknowledges that, because they have not been
registered under the Securities Act, the Shares constitute "restricted
securities" as defined in Rule 144(a)(3) and must be held indefinitely unless
subsequently registered under the Securities Act or an exemption from such
registration is available. Purchaser is aware of the provisions of Rule 144
promulgated under the Securities Act which permit limited resale of
securities purchased in a private placement subject to the satisfaction of
certain conditions, including,
among other things, the existence of a public market for the securities, the
availability of certain current public information about the issuer, the
resale occurring not less than one year after a party has purchased and paid
for the security to be sold, the sale being through a "broker's transaction"
or in transactions directly with a "market maker" (as provided by Rule
144(f)) and the number of securities being sold during any three-month period
not exceeding specified limitations (unless the securities satisfy the
requirements of Rule 144(k)).
5. COVENANTS OF THE COMPANY.
5.1 INVESTIGATION. Upon reasonable notice, prior to the Closing Date the
Company shall afford to Purchasers or to any of Purchaser's officers,
employees, accountants, counsel and other authorized representatives full and
complete access during normal business hours to its plants, properties,
contracts, commitments, books and records (including, but not limited, to tax
returns) and to the employees and accountants of the Company responsible for
such matters, and shall use its reasonable best efforts to cause its
representatives to furnish promptly to Purchasers such additional financial
and operating data and other information as any Purchaser or its duly
authorized representatives may from time to time reasonably request.
5.2 CONSENTS AND APPROVALS. Prior to the Closing Date, the Company shall use
its best efforts to obtain the authorizations, consents, orders and approvals
of federal, state and local regulatory bodies and officials, courts and other
third parties that may be necessary for the performance of its obligations
under this Agreement and the consummation of the transactions contemplated by
this Agreement, and shall cooperate fully with each other in seeking promptly
to obtain such authorizations, consents, orders and approvals as may be
necessary for the performance of its obligations pursuant to this Agreement.
6. CONDITIONS PRECEDENT TO OBLIGATIONS OF PURCHASER. Except to the extent
expressly waived in writing by Purchaser, all obligations of Purchaser under
this Agreement are subject to the fulfillment, at or before the Closing, of
all of the following conditions:
6.1 REPRESENTATIONS AND WARRANTIES TRUE AT CLOSING. Each of the
representations and warranties of the Company contained in this Agreement
shall be true in all material respects on and as of the Closing Date with the
same effect as though made on and as of such date.
6.2 PERFORMANCE. The Company shall have performed in all material respects
its obligations to be performed on or prior to the Closing pursuant to this
Agreement.
6.3 SHAREHOLDER APPROVAL. The shareholders of the Company shall have
approved the purchase and sale of the Shares at the Special Meeting.
6.4 LISTING REQUIREMENTS. The Company shall have complied with all rules and
requirements of the American Stock Exchange and the Pacific Exchange, and the
Shares shall be listed with the American Stock Exchange and the Pacific
Exchange, subject to shareholder approval of the purchase and sale of the
Shares.
7. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE COMPANY. Except to the extent
expressly waived in writing by the Company, the obligations of the Company
set forth in this Agreement are subject to the fulfillment, at or before the
Closing, of all of the following conditions:
7.1 REPRESENTATIONS AND WARRANTIES TRUE AT CLOSING. Each of the
representations and warranties of each Purchaser contained in this Agreement
shall be true in all material respects on and as of the Closing Date with the
same effect as though made on and as of such date.
7.2 PERFORMANCE. Each Purchaser shall have performed in all material
respects each of the obligations of such Purchaser to be performed on or
prior to the Closing pursuant to this Agreement.
8. GENERAL.
8.1 SURVIVAL. The covenants, representations and warranties of the parties
to this Agreement shall survive the Closing for a period of one year.
8.2 BINDING EFFECT; BENEFITS; ASSIGNMENT. All of the terms of this Agreement
shall be binding upon, inure to the benefit of and be enforceable by and
against the successors and permitted assigns of the Company and Purchaser.
Nothing in this Agreement, express or implied, is intended to confer upon any
other person any rights or remedies under or by reason of this Agreement
except as expressly indicated in this Agreement. Neither the Company nor
Purchaser shall assign any of their respective rights or obligations under
this Agreement to any other person, firm or corporation without the prior
written consent of the other party to this Agreement.
8.3 FURTHER ACTION. Each of the parties to this Agreement shall execute such
documents and other papers and take such further actions as may be reasonably
required or desirable to carry out the provisions of this Agreement and the
transactions contemplated in this Agreement or, at or after the Closing Date,
to evidence the consummation of the transactions contemplated in this
Agreement. Each of the parties to this Agreement shall take, or cause to be
taken, all actions and to do, or cause to be done, all other things
necessary, proper or advisable to consummate and make effective as promptly
as practicable the transactions contemplated by this Agreement, to satisfy
the conditions to this Agreement and to obtain in a timely manner all
necessary waivers, consents, and approvals and to effect all necessary
registrations and filings.
8.4 GOVERNING LAW. This Agreement shall be governed by the laws of the State
of California without regard to its principles governing conflicts of laws.
8.5 NOTICES. All notices, requests, demands and other communications to be
given pursuant to the terms of this Agreement shall be in writing and shall
be delivered personally, telecopied or sent by nationally recognized
overnight delivery service, and shall be deemed given and effective when so
delivered personally, telecopied or sent, as follows:
(a) If to Purchaser:
At the address set forth in the Schedule of Purchasers.
(b) If to the Company:
Mission West Properties
00000 Xxxxxxx Xxxxx
Xxxxxxxxx, Xxxxxxxxxx 00000
Telecopier: 408/725-1626
Attention: Xxxx X. Xxxx
with a copy to:
Xxxxxx & Xxxxx LLP
000 Xxxxxx Xxx
Xxxx Xxxx, Xxxxxxxxxx 00000
Telecopier: 650/856-3619
Attention: Xxxx X. Xxxxx
Each Purchaser may change its address or telecopier number for purposes
of this Agreement by prior written notice to the Company. The Company may
change its address or telecopier number by prior written notice to the
Purchasers.
8.6 COUNTERPARTS. This Agreement may be executed in counterparts and
transmitted by facsimile, each of which when so executed and transmitted
shall be deemed to be an original, and such counterparts shall together
constitute one and the same instrument.
8.7 EXPENSES. Purchasers and the Company shall pay their own respective
expenses, costs and fees (including, without limitation, attorneys' and
accountants' fees) incurred in connection with the negotiation, preparation,
execution and delivery of this Agreement and the consummation of the
transactions contemplated by this Agreement.
8.8 ENTIRE AGREEMENT. This Agreement sets forth the entire agreement and
understanding of the Company and Purchasers with respect to the transactions
contemplated by this Agreement, and supersedes all prior agreements,
arrangements and understandings relating to the subject matter of this
Agreement.
8.9 AMENDMENT AND WAIVER. This Agreement may be amended, modified, superseded
or canceled, and any of the terms, covenants, representations, warranties or
conditions of this Agreement may be waived, only by a written instrument
executed by the Company and Purchasers who are record holders of or
subscribers for a majority of the Shares subject to this Agreement, or, in
the case of a waiver, by or on behalf of the party waiving compliance. The
failure of any party at any time to require performance of any provision of
this Agreement shall in no manner affect the right at a later time to enforce
the same. No waiver by any party of any condition or of any breach of any
term, covenant, representation or warranty contained in this Agreement, in
any one or more instances, shall be deemed to be or construed as a further or
continuing waiver of any such condition or of any breach of any such term,
covenant, representation or warranty or any other term, covenant,
representation or warranty set forth in this Agreement.
8.10 HEADINGS. The headings of the sections and paragraphs of this
agreement have been inserted for convenience or reference only and shall in
no way restrict or otherwise modify any of the terms or provisions of this
Agreement.
8.11 NO THIRD PARTY BENEFICIARIES. Nothing in this Agreement, express or
implied, is intended to or shall (a) confer on any person other than the
parties hereto and their respective successors or assigns any rights
(including third-party beneficiary rights), remedies, obligations or
liabilities under or by reason of this Agreement or (b) constitute the
parties hereto as partners or as participants in a joint venture. This
Agreement shall not provide third parties with any remedy, claim, liability,
reimbursement, cause of action or
other right in excess of those existing without reference to the terms of
this Agreement. No third party shall have any right, independent of any
right that exists irrespective of this Agreement, under or granted by this
Agreement, to bring any suit at law or equity for any matter governed by or
subject to the provisions of this Agreement.
8.12 RULES OF CONSTRUCTION. The parties hereto agree that they have been
represented by counsel during the negotiation and execution of this Agreement
and, therefore, waive the application of any law, regulation or rule of
construction providing that ambiguities in any agreement or other document
will be construed against the party drafting such agreement or document.
8.13 SEVERABILITY. In the event that any provision of this Agreement or the
application thereof, becomes or is declared by a court of competent
jurisdiction to be illegal, void or unenforceable, the remainder of this
Agreement will continue in full force and effect and the application of such
provision to other persons or circumstances will be interpreted so as
reasonably to effect the intent of the parties hereto.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
SIGNATURE PAGE TO STOCK PURCHASE AGREEMENT
IN WITNESS WHEREOF, the Company and each Purchaser has executed this
Agreement as of the day and year first above written.
PURCHASER:
(Print or type name of Purchaser)
By:
(signature)
Name:
(Print or type if signing on
Purchaser's behalf)
Title:
(if applicable)
THE COMPANY: MISSION WEST PROPERTIES
By:
(signature)
Name:
(print or type name)
Title:
(if applicable)
APPENDIX I
SCHEDULE OF PURCHASERS
NAME AND ADDRESS OF NUMBER OF SHARES PURCHASE PRICE/OTHER
PURCHASERS CONSIDERATIONS
SUBSCRIPTION
AND REGISTRATION FORM
FOR MISSION WEST PROPERTIES
COMMON STOCK
I. PURCHASE OF COMMON STOCK
A. By executing this Subscription and Registration Form for Mission West
Properties Common Stock (the "Common Stock"), and the counterpart
signature pages to the Stock Purchase Agreement (the "Purchase
Agreement"), the undersigned hereby irrevocably agrees for the benefit
of Mission West Properties, a California corporation (the "Company") (i)
to purchase ______________ shares of the Common Stock of the Company, at
a purchase price of $4.50 per share for a total purchase price of
$_____________ (the "Purchase Price") and (ii) to tender the Purchase
Price at the Closing (as that term is defined in the Purchase Agreement)
by wire transfer no later than the 5:00 p.m., P.D.T., on ______ __, 1998
to Mellon Bank, Pittsburgh, Pennsylvania, ABA #043 000261, for credit
to: Xxxxxxx Xxxxx, Account #101 1730; for further credit to: Mission
West Properties, Account #291 07M35 or other appropriate consideration
approved by the Company in advance.
B. Unless the Company is instructed otherwise in writing by the
undersigned, the Purchase Price will be returned promptly in the event
that for any reason the purchase and sale of the Common Stock subscribed
hereby is not consummated or in the event that the undersigned's
subscription is rejected.
II. REGISTER COMMON STOCK AS FOLLOWS:
A. Corporation, Trust, Other Organization or any other Fiduciary Capacity
______________________________________________________________________
(Name of Corporation, Other Organization or Trustees)
If Trust, date of Trust Instrument:___________________________________
Tax ID Number:________________________________________________________
Number of Shares:_____________________________________________________
B. Individual, Joint Tenants, Tenants in Common, Community Property: (Type
of Ownership)
______________________________________________________________________
(First Name) (Last Name) (M.I.) (Social Security No.)
______________________________________________________________________
(First Name) (Last Name) (M.I.) (Social Security No.)
______________________________________________________________________
(First Name) (Last Name) (M.I.) (Social Security No.)
Number of Shares:_____________________________________________________
(Joint tenancy with rights of survivorship will be presumed unless
otherwise indicated.)
C. Custodian for a Minor:
Number of Shares:_____________________________________________________
______________________________________________________________________
(Custodian's First Name) (Last Name)
______________________________________________________________________
(Minor's First Name) (Last Name) (Minor's Social Security No.)
______________________________________________________________________
Under the Uniform Gifts to Minor Act. (State of Residence of Minor)
Number of Shares:_____________________________________________________
______________________________________________________________________
(Custodian's First Name) (Last Name)
______________________________________________________________________
(Minor's First Name) (Last Name) (Minor's Social Security No.)
______________________________________________________________________
Under the Uniform Gifts to Minor Act. (State of Residence of Minor)
Number of Shares:_____________________________________________________
______________________________________________________________________
(Custodian's First Name) (Last Name)
______________________________________________________________________
(Minor's First Name) (Last Name) (Minor's Social Security No.)
______________________________________________________________________
Under the Uniform Gifts to Minor Act. (State of Residence of Minor)
III. SUBSCRIBER'S NAME AND ADDRESS:
______________________________________________________________________
(Print or type name(s)
______________________________________________________________________
(Street Address)
______________________________________________________________________
(City, State, Country)
______________________________________________________________________
(Telephone Number) (Facsimile Number)
IV. ACKNOWLEDGEMENT AND ACCEPTANCE
The undersigned purchaser(s) hereby acknowledge(s) receipt of the Company's
Private Placement Memorandum and hereby subscribe(s) to purchase shares
of Common Stock of the Company and deliver(s) the following documents to
the Company: (a) a completed and signed Subscription and Registration
Form for Mission West Properties Common Stock, (b) one counterpart
signature page to the Purchase Agreement; (c) a completed Prospective
Investor Questionnaire (for individual investors only) and (d) a signed
Substitute IRS Form W-9.
DATE: BY:
(Signature)
DATE: BY:
(Signature)
