AGREEMENT OF TRANSFER AND LETTER OF TRANSMITTAL
for Units of
INCOME GROWTH PARTNERS, LTD. X
for $500 per Class A Unit and $5 per Original 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 Investors 10, LLC, a California limited liability company (the
"Purchaser"), all of the Seller's right, title and interest in such Seller's
class A units ("Class A Units") and original units ("Original Units") of limited
partnership interests of Income Growth Partners, Ltd. X, a California limited
partnership (the "Partnership"), at the cash purchase price of $500 per Class A
Unit and $5 per Original 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 February 1, 1999, and less any Partnership
transfer fees, upon the terms and subject to the conditions set forth in the
Offer to Purchase, dated February 24, 1999, 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"). As used
herein, the term "Units" refers to Class A Units, Original Units, or both.
Such Transfer shall include, without limitation, all rights in, and claims
to, any Partnership profits and losses, cash distributions, 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 Purchaser all distribution checks received
from the Partnership after the date upon which the Purchaser purchases Units
tendered pursuant to the Offer. Seller hereby irrevocably constitutes and
appoints the 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 Partners of the
Partnership, together with all accompanying evidences of transfer and
authenticity to, or upon the order of, the Purchaser, 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
Purchaser 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 Purchaser shall not be required to
post bond of any nature in connection with this power of attorney.
Seller hereby represents and warrants to the Purchaser that Seller owns all
Units tendered pursuant to the Offer and, if Seller is tendering Class A Units,
that Seller has tendered all of the Units beneficially held by Seller. Seller
further hereby represents and warrants to Purchaser that Seller has full power
and authority to validly sell, assign, transfer and deliver such Units to the
Purchaser, and that when any such Units are accepted for payment by the
Purchaser, the Purchaser 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 Purchaser 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 Purchaser and any Letter
of Transmittal for Units not accepted for payment may be destroyed by the
Purchaser.
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 Purchaser to be necessary or desirable to complete the
assignment, transfer and purchase of such Units. Seller requests that Purchaser
become a substitute limited partner of the Partnership.
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 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 Purchaser and that any false
statements contained herein could be punished by fine, imprisonment, or both.
All questions as to the validity, form, eligibility (including time of
receipt) and acceptance of a Letter of Transmittal will be determined by the
Purchaser, and such determinations will be final and binding. The Purchaser's
interpretation of the terms and conditions of the Offer (including this Letter
of Transmittal) will also be final and binding. The Purchaser 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 Purchaser will determine. This Letter of Transmittal will not be
valid until all defects have been cured or waived.
Date: February 24, 1999
PLEASE CHECK ONLY ONE:
[If neither or both are checked, Seller is deemed to tender ALL Class A Units
and Original Units]
[ ]Seller Tenders ALL Class A and Original Units
[ ]Seller Tenders Original Units Only. Specify Number, if less than ALL: _______
____________________________________ ____________________________________
[Seller's Telephone Number] [Signature of Owner]
____________________________________ ____________________________________
[Seller's Social Security or [Print Name]
Taxpayer ID Number]
____________________________________ ____________________________________
[Signature of Co-Owner]
____________________________________ ____________________________________
[Seller's Address] [Print Name]
________________________________________
[Name of XXX Custodian, 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: Income Growth Partners, Ltd. X,
a California limited partnership
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INSTRUCTIONS
Beneficial Owner of Record Should:
1. Sign the Agreement.
2. Indicate the Number of Units Owned, if not correctly indicated in the
bottom right-hand corner.
3. Fill in Telephone Number, Social Security, or Tax ID Number.
4. Return the Agreement in the envelope provided.
If Owned Jointly:
1. Joint owner should sign, as well.
2. If joint owner is deceased and units have not been reregistered, owner
should send:
o A copy of the Death Certificate
If Units have been Inherited or are owned by an Estate:
Executor should submit:
o A copy of the Death Certificate
o Letter of Testamentary or Will showing your beneficial ownership or
executor capacity.
If Units are held in an XXX Account:
Beneficial Owner should sign; we will then work with the XXX Custodian to
complete the transfer. The funds will also be forwarded directly into your
XXX Account.
Include the Name of the XXX Custodian on the Agreement of Transfer.
If Units are held in a Trust, Profit Sharing or Pension Plan:
Please provide first, last, and other applicable pages of the Trust
Agreement showing authorized signatory.
If Units are held by a Corporation:
Corporate resolutions required showing authorized signatory.
IF AVAILABLE SEND IN THE ORIGINAL LIMITED PARTNER CERTIFICATE.
SIGNATURES DO NOT NEED TO BE NOTARIZED.