SECOND AMENDMENT TO CONTRIBUTION AGREEMENT
EXHIBIT 10.20
SECOND AMENDMENT TO
CONTRIBUTION AGREEMENT
CONTRIBUTION AGREEMENT
THIS FIRST AMENDMENT TO CONTRIBUTION AGREEMENT (the “Amendment”) is made and entered into as
of June 21, 2010, by and between Welsh Property Trust,
Inc., a Maryland Corporation (the “Contributor”) and Welsh
Property Trust, L.P., a Delaware limited partnership (the “Operating Partnership”).
RECITALS
A. Contributor
and the Operating Partnership are parties to that certain
Contribution Agreement dated and effective as of March 1, 2010 as
amended by that certain First Amendment to Contribution Agreement
dated May 18, 2010 (as amended, the “Contribution
Agreement”) pursuant to which Contributor agreed to contribute
to the Operating Partnership the net proceeds of Contributor’s
initial public offering of its common stock in exchange for units of
limited partner interest in the Operating Partnership.
B. The
parties to the Contribution Agreement desire to further amend the
Contribution Agreement as hereinafter set forth.
AGREEMENT
NOW, THEREFORE, in consideration of good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereby covenant and agree to be bound as follows:
1. Capitalized Terms. Capitalized terms used herein and not otherwise defined herein
shall have the meanings assigned to them in the Contribution Agreement, unless the context shall
otherwise require.
2. Term of Agreement. Section 2.06
of the Contribution Agreement is hereby amended to delete the phrase
“June 30, 2010” and to replace it with “July 31,
2010”.
3. Remaining Terms. Except as expressly set forth in this Amendment, all other terms
and provisions of the Contribution Agreement shall remain in full force and effect.
4. Governing
Law. This Amendment, and any disputes or issues related
hereto, shall be governed by the internal laws of the State of
Delaware without giving effect to principles of conflict of laws of
such State.
5. Jurisdiction.
The parties hereto hereby (a) submit to the jurisdiction of any
Minnesota state court or federal court sitting in the County of
Hennepin, Minnesota and to the jurisdiction of any Delaware state
court or federal court sitting in Wilmington, Delaware, with respect
to any dispute arising out of this Agreement or any transaction
contemplated hereby to the extent such courts would have subject
matter jurisdiction with respect to such dispute; (b) irrevocably
waive, and agree not to assert by way of motion, defense, or
otherwise, in any such action, any claim that it is not subject
personally to the jurisdiction of the above-named courts, that its
property is exempt or immune from attachment or execution, that the
action is brought in an inconvenient forum, or that the venue of the
action is improper; and (c) waive personal service of the summons,
complaint and other process issued in any such action and agree that
service of such summons, complaint and other process may be made in
accordance with Section 8.01 of the Contribution Agreement.
6. Counterparts. This Amendment may be executed in any number of counterparts, each
of which shall be deemed an original and all of which shall constitute but one agreement.
7. Binding Effect. This Amendment shall be binding upon the parties to the
Contribution Agreement, and their respective successors and permitted assigns.
8. Third Party Beneficiaries. This Amendment shall not confer any rights or remedies
upon any person or entity other than the parties to the Contribution Agreement, and their
respective successors and permitted assigns.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties have entered into this Amendment as of the date first above
written.
| WELSH PROPERTY TRUST, L.P. | ||||||
| By: | WELSH PROPERTY TRUST, LLC | |||||
| Its Managing General Partner | ||||||
| By: Name: |
/s/ Xxxxx X. Xxxxxxxxxxx
|
|||||
| Title: | Chief Executive Officer | |||||
| WELSH PROPERTY TRUST, INC. | ||||||
| By: Name: |
/s/ Xxxxx X. Xxxxxxxxxxx
|
|||||
| Title: | Chief Executive Officer | |||||
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